Ms Calculated Risk
by The Brainwashed Crew
Summary: Penny has had an ability so secret that even she didn't know about it. Then she's hacked by Roman and given a new purpose in life: SEX! Rated M for SO MUCH SMUT. Also language, incest, and BDSM.
1. Prologue and Exposition

_**Yuri:**_ _Howdy all, Welcome to the new and improved Ms. Calculated Risk! Now, if you've read this story before the 14th of August, 2016, you'd probably notice that this is a bit different. We've gone over everything and my amazing friend_ _ **Edger**_ _has been so kind as to expand and improve the story dramatically. He's got his own introduction on the bottom AN, go check it out. To any and all readers, new or old, we hope you enjoy the ride!_

* * *

 _ **Ch. 0: Prologue and Exposition**_

* * *

Roman Torchwick isn't known for being a man of honor, a man of fortitude, or of anything other than one Remnant's well known low-lifes. Most understand his game, and know how to work with him, and never, _never_ , against him. Cinder liked to think she was all high and mighty, but he figured for the price she was offering, he could take the small demeaning attitude.

But being pushed ahead of schedule? Dealing with that _nuisance_ of a group they called the White Fang, and leaving him to the very police force they're here to destroy?

Well, she would learn exactly why he was one crook you don't cross.

The moment his cell was opened for his meal of the day, he could tell the guard didn't exactly respect him, extending his whole arm into his cell while it was wide open. It was mere child's play to lift both arms over his head and knock the guard out with his own cuffs. With the proper means to remove his restraints, he originally planned to simply escape and ruin Cinder's operation from the inside.

What he didn't expect was the proximity alarms placed around his cell, as robotic and human guards alike started to fill the room from both ends.

Naturally, understanding his situation and knowing full well what the consequences would be, he did what any man in his position would do...or at least what someone of his stature would've done.

While running towards the nearest entrance, he grabbed the knocked out guard's weapon, and began shooting whoever stood in his way, and receiving return fire in the process. Although he did make it out of the holding room and into some other next room, he had certainly taken damage, and he knew he wouldn't make it. There was no illusion even Neo could create to stop that.

And that's when he saw her...the girl.

The given code name, "Penny", Atlas' prized possession, a secret weapon and best friend to _little red..._ and she was ripe for the hacking.

She was laying in an upright position on what appeared to be a charging station, with her diagnostics written on a large computer monitor for viewing by those who may come across the area. He may not have had much time left, but he was sure of one thing he could do with what he did have.

There's a reason why Roman always wore gloves where he went. His semblance was one that's certainly...hard to control. Upon touching any electronic device, his conscience was able to merge with the electronics, able to enhance its activity, speed, power, anything of the sort that could be altered through tinkering and machinery, in mere seconds. He managed to concentrate this to create the memory sticks used by Cinder to hack beacon's mainframe during their silly little dance. To avoid accidentally merging with a computer, or his scroll, he wore his trademark leather gloves, which halted his flow of aura so that merging wouldn't occur on contact.

Originally Cinder's plan was to use this to her advantage upon realizing the capabilities of "Penny", and they planned for Roman to alter her programming to have her join their side. It was supposed to be right before the final round of the vytal festival, after having her execute whoever her opponent was to ensure the grimm would be attracted to the audience's fear.

But in his current state, not to mention anger at Cinder and memory of Ruby, he had something...different in mind.

See, he was aware that if he made her into a killing machine, then Cinder's plan could very well come to fruition. Even if Penny did manage to kill Cinder before terrorizing the rest, the grimm would still manage to run through the town, and her plan would have been realized. But he also certainly couldn't have passed up this opportunity. If only he had a way to crush Cinder, without causing fear. If only he could overrun her with... _pleasure._

Formulating his plan and understanding his time was short, he used his weaning strength to pull off his gloves, and pressed both hands to Penny's head, merging himself with her for a short time. What was completed in that short time however, that's something he really wish he could've seen.

He first added in several files to help her social abilities, everything from lying (and removing that stupid glitch that makes her hiccup when she lies), to normal manner of speech, and most important to his plan, the art of _seduction_. In this section of her files, he made sure to leave plenty of materials for her viewing pleasure.

Then as he looked into her programming, he realized he could add something...extra. With her culmination of a machine with aura, Torchwick was actually able to grant her the same amount of potential as his hard drive had. With this, if she learned how to properly use it, she could manifest it into her own aura, and use it as a tool for manipulation. He also guessed that, since it goes directly through aura, she wouldn't even need to speak for her manipulation to occur.

It was all guesswork, and he had no idea if it could even work, but fuck it. If he was gonna get revenge, it was going to be **brutal**.

When he was finished, he made sure he had left little trace of his presence in the room. The last thing he would need is to have been thought to be in the room for too long. Seeing a vent next to her computer, he decided he would crawl in as far as he could, and would die from his wounds. It would leave the least suspicion of his activity here, and as far as he was concerned his plans for revenge were already set into motion.

Roman Torchwick may not live on, but his wrath against those who have wronged him will...in the _best_ way possible.

* * *

"It seems he went in through the vent trying to escape, the scum."

"Yes, but what of Penny? Do you think he did anything to her?"

"Unlikely. From what the guards' reports, they landed a few hits on him before going in. It is likely he just went through the vent trying to escape and bled out."

"Even so General, she is my daughter. Is there any way we can be sure?"

"No worries Mr. Polendina, let's simply wake her up so that we can access her diagnostics. The safety firewalls in her system also should have prevented any form of malware should he have had that intent."

"Very well, get Ciel."

* * *

Penny knew exactly where she was upon "waking up". This had become a normal routine: wake up, say hello to her father and general Ironwood, and begin her day as ordered and directed. Today however, something felt...different. She wasn't sure what was, but she was of sound mind to notice that her father and the general were present. She also noticed her partner Ciel at the nearby terminal, which, while under normal circumstances would be considered non-threatening, at the moment...she was nervous.

"Penny, darling," Her father started, his worry echoing in his voice, "Do you feel alright?"

"Salutations father, salutations general Ironwood." Even upon saying what had become routine it was different. It no longer felt right. However she was aware that she was asked a question, and that not answering may alert them. "I feel fine father. Is something wrong?"

She didn't know why, but it felt weird to talk this way now, despite speaking that way her whole life.

' _Something is different, but it doesn't feel "bad"_ ' she thought to herself. ' _I can't let them know, at least not until I can see if it's actually negative or not. They might take it away, if I'm not careful and attract too much attention to it._ '

"We don't know, sweetie, but we think a recently escaped criminal may have done something to your programing. We're checking it right now."

A chill of fear ran up her spine. The anxiety was setting in, trying to think of a way to change his mind. She couldn't let them change her, not before she understood this for herself.

" _Father I'm fine, I'm sure there's nothing wrong with my programming._ " As she spoke, she felt something buzz and ripple through her head, almost as if her words had a different effect when she allowed her emotions to take hold of them in that way.

Suddenly she could see something in her father's and general ironwood's eyes. From what she remembered from her movie databases, the best she could describe how they looked was as a "zombie", or a creature with no will.

"You know what, I'm sure she's fine, release her."

"But sir, are you sur-"

"I said release her, private." Ironwood repeated sternly.

"...Yes sir, General."

The wires disconnected and she sat up, a little confused. They were just going to take her word for it?

No, there must be something she wasn't understanding. She thought back to what happened in the recent interactions while running a self-diagnostic...then it struck her. Somehow a modification had been added to her circuitry in order to impose this manipulation effect on those around her. The more she ran her diagnostics to see what it was, the more she began thinking about all she could do with it. According to her internal systems it was a device that induced a highly suggestible state whenever someone interacted with her aura.

She felt the need to...experiment, to see the limitations of what she could do. A smile curled her lips. Not one of care or innocence...one of malice.

She looked Ciel, who seemed to still have a stoic expression.

" _Smile for me please, partner._ "

As if without thought, she could see the same appearance in her eyes, as she seemed to force an overwhelmingly big smile.

This only encouraged her to take the next step. She wondered if her voice was the only thing necessary for this to occur:

" _Strip for me, Ciel_."

Without hesitation, Ciel Soleil striped herself of her Atlas uniform, soon being as naked as the day she was born. Penny couldn't help but notice her change in mood upon seeing this from her partner, it was an emotion her database confirmed to be known as...arousal.

" _Everyone, get on your knees. Now._ " She experimented further.

They all complied quickly, and Penny's smile grew. This feeling of power was quite addicting, and she wanted more. However, not before making sure she knew her limitations.

She looked back at Ciel, and thought once more, ' _Stand back up. Now.'_ Only Ciel had stood back up. She had realized that if eye contact was made, she could impose her will on someone without words. However when spoken aloud in that manner, all around her could hear. The more she experimented, the more power she realized she had.

" _I'm in charge now, do you all understand?_ " Penny announced to all around her.

They nodded, and it was now that something else started to root in Penny's mind, and the more she looked at Ciel, the harder it was to ignore. She wondered how she would feel if…

" _Ironwood, Father, leave us. Should anyone ask, all is fine, and nothing has occurred here_." They both nodded, the glazed look returned to their eyes. "Also, I'll be meeting with some old friends. Don't wait up, I don't think I'll be back for awhile." They nodded once more, and left.

All that remained was her, and Ciel.

" _Ciel, Touch yourself for me_."

On queue, Ciel began slowly massaging her outer folds, her face beginning to turn red and her breathing becoming more and more ragged. It only made Penny feel more of that arousal from before. As she continued, Ciel began to speak up.

"Penny...ungh...this...this isn't l-like you"

' _Interesting_ ,' Penny thought to herself, ' _It appears they'll follow direct actions if I ask them to, but they'll maintain their thoughts and emotions after the act is completed._ ' She analyzed. But then that feeling she's come to like came back to her.

' _Let's see if we can change that._ '

"What do you mean Ciel? _You love pleasuring yourself in front of me,_ don't you?"

"O-o-oh, of course I dooooo, h-how could I have forgott-tten?" As her breathing got more and more out of sync, the feelings of remembering her favorite activity flooding into her brain.

' _So I can impose will through suggestion of habits, or simply force them to perform a direct action._ ' It was then that she felt like doing something...new.

" _Ciel, you are not allowed to cum until I tell you too, understood?_ " The gynoid ordered.

A small nod was accompanied by a small moan out of Penny's partner.

No...not partner... _slave_ _._

" _Now, I'm going to strip for you here, and once I do you're going to kiss me. After that, you're going to tell me how bad you want your..._ _ **Mistress**_ _...to make you cum. Understood?_ "

Ciel's hazed eyes, both in lust and in lack of control, looked at Penny with want. "Y-y-yes...m-mistress."

As Penny removed her clothes, Ciel continued rubbing herself, her breathing still getting more and more out of control. Once all of Penny's clothes were off, Ciel jumped up and nearly pounced on Penny, giving her her first ever kiss with another human...and she only wanted more.

"P-please Mistress, please make me cum!" Ciel was so out of control from her previous maturbation that she half-moaned half-screamed her plea. "I'll do anything you ask, anything, just please, give me release!"

This feeling of power, Ciel's lack of control, and seeing her gorgeous body...this was Penny's new purpose, this is what she would be for the rest of her life. She would, no, she _will_ have them all.

But first she needs to be properly...acquainted.

"I will, slave. In fact, you're going to help your mistress...learn, what she can do." As Penny began slowly kissing along Ciel's body, she had discovered another augment of her changes. At will, wherever she could feel that Ciel had something that she herself was lacking in terms of...skin, she found herself able to compensate at will. This was most clearly found at her breasts, which she had been sure to increase, as well as the area around her pussy, to which she added a lot more skin (as it was once just a metal opening), and made the size smaller. She then worked on her application, using Ciel as a perfect subject.

Once Penny's tongue appendage began licking where Ciel's vagina was, she noted a few things. Her sudden increase in volume, the liquid taste surrounding her (one she found that she greatly enjoyed), and the overwhelming _joy_ at this power she held.

"OoooOOOOHHhhhhhH, Mistress, Mistress, MistreSS, MISSSSTRESSSSSSS-" When Ciel finally came, the juices began to flood Penny's mouth, and she realized why "sex" was so popular, but more then that she realized that she still wasn't quite satisfied with the situation, mainly in her lack of her reciprocation. Once she noticed that Ciel had recuperated, she decided it was time to experiment with her own body.

"Now then, _you're going to get on your knees and lick my new pussy. You're gonna do this until you hear me cum, and after that you're going to masturbate until I give you further orders_."

As soon as the words were said, Ciel immediately got on all fours in front of Penny, and couldn't help but give in with gusto into her new appendage. As soon as contact was made, Penny seized up. Whatever had changed her programming had also apparently made certain parts of her body more sensitive as well, and the feeling was too good, and she never wanted it to stop.

And that's when it hit her, with this new power, it won't stop...unless she wants it to.

It was that thought combined with her first time being eaten out that Penny was brought to a quick, but earth-shattering, orgasm, unable to process any form of though for an undetermined period of time. It wasn't until she finally came down from her high that she realized that Ciel did as she was told, and began to masturbate back on the floor. Meanwhile, Penny began to put back on her clothes, some of which seemed...out of style for what was planned for her.

She began to think, knowing very well that Ciel would be waiting for her there until told what to do. As much as the feeling was amazing, she couldn't simply make Ciel her first slave, not with her position with the Atlesian military. Even if she could just bend others around her, she realized that both A: her only true interest was in women (seeing that Ironwood's physique hadn't intrigued her), which was lacking on this ship, and B: she had much greater opportunities at Beacon with... _Ruby_ , the name alone giving her excitement. That being said, she could certainly enjoy the rest of her time with her first _plaything._ With this in mind, she knew what she had to do.

"I'm going to be gone for a while Ciel, but I don't want you to feel alone. _You are_ _mine_ _now, and no one else's, understand?_ " Ciel suddenly went from rubbing her pussy to inserting two fingers right in, with a small nod and loud moan to Penny. "Good. Now, _when you cum for me one more time, I want you to scream that you're a slut, and that you only belong to me. After which you will go back to your room like nothing happened, and you will forget that this all happened until you see me next._ " As much as Ciel was doing as told, a small frown dawned her face, her emotions showing that she would be upset at her mistresses disappearance. Penny noticed this and took pity on her, "don't fret, for I'll be back soon for you...as long as you show me your obedience and do as I've told you."

All of Ciel's free will was gone, all that would have told her earlier that something was wrong had left her, and all she could see in front of her was Penny. And only one thing could come to mind that she could even comprehend doing.

"I love y-you, and only you mistressss." her voice began getting shaky.

"E-Even if I can't rememb-ber this moment, ungh, I know-w." her fingers began increasing in pace.

"I-I'm no longer private Soleil...I'm, a-a-ahhh, I'm a horny slut." she was on the brink of collapse from her pleasure, and Penny knew it, and the pleasure she herself felt from it was intoxicating.

"I-I'm Y-Yours MisTREss, I'm only Y-YOURS-S-SSSSSSSS!" On that last word her head slammed backwards, her eyes nearly popped out of her head, and miss Soleil was reduced to nothing more than a panting mess on the floor, and all thanks to Penny.

The ginger had no more doubts, if she ever did to begin with. Penny would claim everyone around her, starting with her friend, miss Ruby Rose. As she left in General Ironwood's private jet (which he was more then happy to provide after asking _nicely_ ), she tapped into the new folders she had found in her systems, where there were some videos she could watch of some more...explicit material. She gladly watched it the whole way to Vale, that is besides the mentioning of the pilot of a detour she _insisted_ on going to.

After all, if she was going to claim those around her, she needed to at least look the part.

* * *

 _ **Edger (like Edge-r, not like the name Edgar): HOWWWWWWWWDY HO!**_

 _ **...Sorry, but no, I'm not towlie XD**_

 _ **Yuri:**_ _I wonder how many people would've got the reference if you hadn't mentioned him. =_=_

 _ **Edger: ...quiet you, let me do my thing.**_

 _ **Hello men, woman and hopefully not children of all ages (if you're a 5 year old reading this...that's just not good XD). The names Freezerbug, mainly because my two favorite RWBY ships are ladybug and freezerburn :3**_

 _ **So, you may be asking why there's an A/N section here from someone besides the good ol' author himself? Well as I'm sure he's told you (and if he hasn't then shame on you friend)**_

 _ **Yuri:**_ _Don't worry, I did :3_

 _ **Edger: Good, because otherwise I would'a beat your ass...especially if you like that ;P**_

 _ **Yuri:**_ _You wish, dude. ;P_

 _ **Edger: *Under my breath***_ **Shit...did he find my diary?**

 _ ***Sees everyone staring at him***_

 _ **UH I MEAN I'M THE NEW EDITOR YAY I DON'T HAVE A DIARY**_

 _ **...Now that I've had my fill of being weird, onto the actual explination xD**_

 _ **Quite frankly I read the first 3 chapters he had here and I really liked the idea, but felt like it totally could've been expanded in certain areas, so I thought I'd offer to help with that. He provides ideas, I provide expansion, and then he re-provides grammar because I no English well very.**_

 _ **Yuri:**_ _I don't think anyone does, tbh._

 _ **Edger: Well yea but at least you can use apostrophes...I still sometime spell he's as hes…**_

 _ **Yuri:**_ _A common mistake, nothing I'll burn you alive at the stake for. Usually._

 _ **Edger: So the story is still his and will retain being his (no uprisings from me...that I currently know of)**_

 _ **Yuri:**_ _Don't test me, boy._

 _ **Edger: No worries friend, I'm just here to make it a little better :)...for now ;P**_

 _ **Anyways, here's where we're at right now:**_

 _ **I've added a chapter 0, expanding on the backstory and added a little smut of my own (a first for me actually, I don't usually write smut :p) and I've updated what will be the new chapter 1 with just the Ruby scene and the start of Penny's conquest for all the bitches, as well as chapter 2 with the Blake inclusion AND an extended Goodwitch scene by me :3.**_

 _ **Yuri:**_ _It's really good, I can't wait for it to be finished!_

 _ **Edger: Me too friend, me too :)**_

 _ **I'm going to hopefully finish updating chapter 3 by the end of next week, and when I do I'll be adding all 4 chapters to this story to superscede the current ones. Not too long after that chapter 4 will be up too since it's already partially written up.**_

 _ **BUT WAIT, THERE'S MORE**_

 _ **Since I know a lot of you have been waiting a while for this story to update, I don't want to leave you faithful viewers completely hanging. So if any of you want to see the new chapter 0, which contains an updated backstory and newly written smut scene by yours truly, just send me a PM on my account name given above. I figured that way I don't have to leave you guys hanging for the action if you don't want to wait ;)**_

 _ **A quick FYI btw if any of you guys reading this are writers here on ff and want my help as well I'm totally down for that! Just shoot me a PM with what you may want, whether it be editing a current story or ideas on a new one and I'll see what I can do. My schedule is usually pretty busy so I can't promise I'll be super fast if full on writing is what you're looking for like Yuri here, but even if that is the case I'd like to think I'm a good idea man, and could totally do that with what time I do have.**_

 _ **Yuri:**_ _Wow, not even through editing my story and you're already in the market for another? That's cold. Weiss cold._

 _ **Edger: Genius never rests, my deer Watson ;)**_

 _ **Yuri:**_ _And here we see a prime example of why you need me, my DEAR Edger._

 _ **Edger: ...point taken, even if it was just for the joke xD  
That's all I have to say for now (sorry if it was a lot), hope y'all enjoy what's to come! I know Penny did ;)**_


	2. So This is how The World Ends

_**Ch. 1: So This is how The World Ends**_

* * *

After finally getting herself sorted after landing, Penny began to take a look at what was around her. Something, some part of her, took her to Beacon. She knew who was here, the amount of people that she could see, hang around, dominate.  
That last one in particular is what brought her here today. She felt that her purpose was here, to command and dominate the entire academy all to her. And what better way to start, then with her first friend, her first real friend. Miss Ruby Rose.

She could have simply hypnotized her and be done with it, she knew her power and well understood what she could do with it. But something about Ruby made her think twice about it. She felt as if she wanted to "play with her food" before simply devouring it. With this in mind, she held back a mischievous smile when she finally saw her friend. She was only more turned on though when she saw Ruby's reaction:  
"P-P-Penny?!" Ruby stuttered, dumbfounded by her friend's new appearance.

With Penny's new powers and realizations, she thought a new look was in order, one to fit her soon to be position of the owner of every girl in Beacon.

Penny had ditched the frilly tan blouse and overalls of her former life, opting instead for a sleek black and green strapless dress that ended mid-thigh, accentuating her curves and just on the borderline between tasteful and sultry. Even further teetering the border she added on a pair of black silk thigh-highs, and six inch heels. She'd also gotten rid of her bow, feeling as though the accessory was unnecessary of her new life style.

She also experimented with some of her new augmentations. Using so she was able to give herself some extra skin around her pubic and chest area, increasing her chest by a cup size and adding on a few accentuated curves here and there. She gave herself nothing short of a goddess of a human body, and everyone would know it, especially Ruby.

"Salutations, friend Ruby!" She said, trying to act like her former cheerily naive self. She couldn't just give up her new motives, especially not this early on, so she thought what better way to play with her food then to lead her into a trap in her own home.

"W-w-why do you loo-ok like... _THAT_?" Ruby stood there dumbfounded, both at Penny's being at Beacon in the first place and with her newfound...enhancements.  
See, Ruby would never tell anyone this, but she was at that age where girls start to realize what turns them on. It didn't take her too long after seeing Blake and Yang working out that she was much more into girls then she was guys. So seeing Penny go from how she used to look to this made it pretty hard not to stare and just wonder how.

"I'm trying out a new look to experience the human adolescent 'reinvention' stage of life." Some part of her could tell that Ruby was trying to hold back her reaction, simply by way of reading her body language  
Must be another added perk, she thought to herself. She'll find out which though, in due time.

"I thought that you might be able to help me out with something that would help this situation." She lied easily, but Ruby would never know until Penny was done with her fun.

Hearing Penny say that snapped her out of it.

"Sure, anything to help! What do you need?" She figured that it wouldn't hurt to spend some time with Penny, especially when she could...enjoy viewing her new features.

Little did she know that her new features included more than looks.

"Well…." Penny made eye contact with Ruby, and activated her new feature. Just enough so that it would be from the eye contact rather than the verbal command. She didn't want to get too out of hand right off the bat, plus she had plans for Ruby that she wanted to make sure went completely to plan. For now, she just needed enough to keep Ruby openminded.

"...I was wondering if-"

"Penny!?" Cried a shocked voice from behind Ruby.

They turned to see Weiss not too far away, in her typical white attire, and looking slightly more angry than usual. Penny, on the other hand was holding back a glare: not only was she ruining her special moment with Ruby, but she has the audacity to draw attention to her.

"What on Remnant are you wearing? You look like a-"

" _Weiss, there's no need to be rude._ " Penny said quickly.

Almost instinctively, Weiss immediately shut her mouth at the prospect of having bad mouthed Penny. Then Penny decided to make eye contact.

" _As a matter of fact, I look really sexy, so you should apologize and compliment me._ " It was hard for Penny to hide her mischievous smirk now, not that it mattered at the moment.

"I'm sorry Penny, you look good in that dress."

Now for her punishment Penny had thought of a...proper punishment for the Heiress.

"Good. Now, Ruby and I were in the middle of a conversation, _you should go back to your dorm, go to the bathroom, lock the door, and masturbate while thinking of me dominating you. Oh, and since you feel so terribly sorry about having interrupted us, you won't let yourself cum unless I say so. Now, go._ "

As soon as the thought was finished, Weiss had turned and left. Penny had turned back to Ruby, who was still in a trance from earlier. But by this point, having given Weiss her orders, she lost interest in playing with Ruby.

"Ruby, I've had enough of beating around the bush, _follow me_."

* * *

Ruby opened her eyes, not sure where she was or what time it is for that matter. It wasn't until she started coming to that she took in her surroundings:  
She found herself in a dimly lit room, no windows or real openings besides a door in sight. The way she was facing the light came from behind her, and it seemed to be more a lamp rather than a full on light. She assumed that she was still at beacon, but couldn't be sure. Then she tried to get up before she realized there were some...complications.

First off, she was handcuffed. Oddly enough, though, she was handcuffed from the front, so she wasn't sure if she was a prisoner per say. Then she noticed that something was around her neck, although when she looked down to see she noticed that...well...she was completely naked. While internally panicking at noticing not only that, but the fact that she was on a leash, she heard a cough behind her. That's when she turned around and realized who was with her.

"Penny?!"

Across from her was the friend who last she remembered being with. But not only was she in the room with her, she just stared at Ruby with the faintest hint of lust and a lazy smile. Not to mention that she was stripped as well, with her legs put wide open, leaving nothing to Ruby's imagination.

"Good morning, Ruby." She said huskily, her voice matching the need in her expression.

"P-Penny, what-...what's going on?! Why are you..." The reaper asked, bewildered and afraid. A part of Ruby knew what was happening, or for that matter about to happen, but the rest was in denial. This was sweet, innocent Penny of all people! Not to mention that she wasn't sure that a more android-like person thing such as her was even capable of things like want...or at least that kind of want.

"Well, 'friend' Ruby, I'm making you my sex-slave." Replied the gynoid, her tone amused and seductive.

That sentence alone only extended Ruby's period of shock. Of all the traits Ruby would give Penny, seductive was never one of them.

"Sex-slave? What do you mean?" She asked fearfully, knowing the answer full well.

"What do I mean? I think it's very self-explanatory, Ruby. I'm going to make you lick my pussy and you're going to love every moment of it." Penny then began tugging on the leash attached to Ruby's collar as a master would call a dog, a perfect fit for her situation. "Now, since we're both new at this, I'll save the whips and leather for another time. But, I will have you address me as mistress and begging for more within minutes." Penny was very careful with her words on that last part. She still wanted to take her time and enjoy her corruption of little Ruby, but didn't want to take any chance of ruining the fun. At the very least by putting it in her psyche that after being exposed to the act she'll enjoy it, that all she has to do is get things started and enjoy the ride.

As much as she was worried at the mentioning of the whips, Ruby was only just as frightened when she realized that Penny didn't plan to make this a one time thing.

"Why!? Why are you doing this?!" Ruby pleaded.

Penny just lengthened the seductive grin on her face at Ruby's question. "Why? Because I can, and I want to." She then pulled even further on the collar, putting Ruby just inches from her feet. "Now, get to work, slave."

"No! Penny, please, snap out of this! You're not like this!"

Her grin was starting to falter now. With Penny's new features came the inclusion of "needs", and now she was just getting impatient. "I _wasn't_ like this. If you need incentive, the keys to your handcuffs are in here. I suggest you get started, _NOW_."

Ruby gulped at her assertiveness and shifted her gaze from her face to her exposed privates. She hesitated for only a moment longer before slowly closing the gap between her and her captor. A lot of her was terrified, but another part was inexplicably drawn to the ginger girl (not to mention a smaller third piece was curious to see if a robot could have normal girl fluids and an orgasm). A small but growing voice in the back of her head was telling her to just dive in and go for it. As wrong as it felt, a part of her simply wanted to obey and answer Penny's commands.

When she reached her, Ruby stared at the gynoid's bare sex to see if she could spot the key. She could see a small bit of metal that might be the end of it.

' _Or a loose bit of wiring, that could explain Penny's odd behaviour._ ' Part of her hoped that it would be all it took to fix this, even though she knew it wasn't the case.

' _God, I hope I don't get electrocuted from this._ '

With that thought, Ruby closed her eyes, stuck out her tongue, and leaned forward. As she made contact, it was like an explosion erupted in her brain. Her eyes rolled back into her head as she couldn't even mentally comprehend how amazing this was. The taste was better than cookies and strawberries combined, as if literally nothing else could compare. At that her tongue immediately moved over Penny's pussy with a new feverish need, unable to get enough of the delicious taste.

Penny gave out a loud moan once Ruby finally made contact. Even with her interaction with Ceil, this was her first time being really eaten out. Not just small licks like Ceil, Ruby simply dived in and showed no signs of stopping. Ruby would never have known that Penny had modified her juices to have a slight addictive quality. There were no withdrawal symptoms, it would just make a person crave the flavor for a while. If it ever became bothersome for the person, they could use other girls as substitutes until it wore off. Ruby seemed to have no signs of minding though.

"Ooohhh, Ruby~! Right there!" Penny moaned, gripping the back of the young girl's hair and pressing her closer.

Penny supposed her tasty pussy wasn't entirely to blame, as she had given her new pet a few hypnotic suggestions to grease the gears. It seemed as though she didn't need all that much to get going though, she didn't even have to suggest to Ruby that she liked girls, which means she must've swung that way to begin with, which only made the whole experience better for Penny. Even though she'd been transformed into a sex-mistress, the part of Penny that still saw Ruby as a friend was happy to know that thIs was a realistic possibility anyway...or at least to the extent that it is possible for a robotic girl to have sex with a minor.

She was actually surprised when Ruby finally fished out the key. Penny began to think that she had somehow broken out of her control when Ruby freed herself and undid her cuffs. But Penny only grinned wider as the crimson haired vixen grabbed her by the collar and pulled her into an intoxicated and sloppy kiss with her newly free hands. Even better than that was that as soon as their lips were connected Ruby put her hands to better use, with one hand fondling her breast and finger-fucking her with the other. The nymphobot moaned into the kiss immediately, and decided it was time she let her own hands wander.

Ruby was just about to go back down to eat Penny out, when when Penny had instead stopped her. She looked deep into her soon-to-be-slave's eyes, and wanted to confirm her suspicions before continuing.

"Do you want more?" She asked slowly.

Ruby nodded vigorously.

"Say it."

"Yes, I want more!"

Not quite good enough she thought.

"That's not how slaves like you ask, slut!"

There was a small hint of hesitation in Ruby's eyes at first, until her raw lust drove it out.

"Please, Mistress, give me more!"

Penny smiled proudly at how quickly she'd corrupted this paragon of innocence, and acquired her first slave. The first of many, but Ruby would always hold a special place in her heart. An idea occurred to her at how Ruby could be even more useful to her.

"Very good, pet. Now, if you make me cum in the next minute, I'll give you a special reward-!"

Ruby didn't need to be told twice, and she dove in with a gusto not even a second after Penny had finished her sentence. Her new mistress threw her head back in pleasure and place her hands back on Ruby's head, keeping her in place as she took her new position as Penny's personal slave. Her moans were becoming music to Ruby's ears as she began to accept her new role. After all, was it really that bad if she submitted sexually to Penny? No, so long as they didn't break any rules, it was her choice. Sure the choice seemed a bit forced somehow, but she'd made up her mind.

Meanwhile, Penny was on cloud nine. Her slave had gotten a rhythm with her fingers pumping in and out of her snatch at a furious pace, while her mouth worked on her sensitive button. Not even half way into the challenge, Penny was already quickly driving off the edge.

"Ruby! I'm gonna-I'm gonna-!" She panted before an orgasm ripped through her.

She thrashed and screamed in pleasure, experiencing the biggest climax of her life. Not a long list of those yet considering that she'd only had her first time with Ceil and one time of masturbation on the airship into Beacon, but something made it so much better. Whether it be the corruption of Ruby, her happiness at her acceptance of the role without total control, or combination of Ruby's fingers and tongue, she didn't know. All that mattered was that now she was limp, and panting heavily.

"That was grrreeeeeeaaaaaattt." Penny breathed, "You've definitely earned that reward, pet."

Ruby was too busy cleaning up her mistress' honeypot to answer, taking more then her fair share of juices from Penny's orgasm. Penny chuckled a bit and waited until she was done, until Ruby looked up and met Penny's eyes.

"You know, Mistress, I know where Yang keeps her...vibrator...if you're interested." Ruby had a big blush on her face, obviously not yet accustomed to talking about the acts she'll be committing for some time now.

Penny then gave her new slave a faux frown at her comment. "Aw, but the door's locked. Guess where I put the key?" She replied coyly.

"...Where?" Ruby finally asked. Penny gestured towards Ruby's lower half, and she blushed embarrassedly, "Oh….Mistress?"

"Yes?"

"Would you mind...getting it for me?"

"Of course, pet."

As Ruby fidgeted from excitement at the thought of her new mistress giving her pleasure, Penny rose from her chair and stood over her slave for a moment. Letting the thrill of total control wash over her, she slowly descended her head down and gave Ruby a deep and passionate kiss. Ruby, too elated by the whole experience, allowed her mistress' tongue to dominate her mouth. She soon enough was savoring her taste and imagining what that tongue was about to do. Penny broke the kiss and began to kiss her neck instead, which drove Ruby wild.

"Mistress, please, I can't take any more! Just take me already!" Ruby cried, her voice heavy with need.

Penny stopped her menstrations immediately. Since Penny never coaxed Ruby's mind into calling her mistress, she seems to have forgotten herself. She pulled her head back from Ruby's next to stare hard into the submissive girl's eyes.

"Understand something now." Penny then pulled Ruby's hair such that more space was between them for good measure. "Today I will be lenient, but if you presume to order me again," she then closed the gap once more to stare daggers right into Ruby's eyes, "I'll tie you up and hang you upside down in the school bathroom with a vibrating dildo in both your pussy and your ass, and refuse to take you down until you pass out from the pleasure and pain. Do I make myself clear?" She said so coldly that chills were running up Ruby's spine. The reaper nodded, mostly out of fear, but partially in more pleasure at the thought of her mistress really having total control over her fate.

"Yes Mistress, sorry Mistress."

"Good." At this she released Ruby's hair, giving her a second to recuperate to where they once were. "Now where were we? Ah, yes, I was grabbing a key."

Penny made a trail of kisses down her slave's torso, slowly bringing herself to the young girl's bud, hearing Ruby's breath begin to hitch along the way. Once she reached it, she gave a few kisses to her soaked pussy lips and swollen love button before finally diving in. She figured with her latest display of dominance her slave deserved a treat.

Her tongue was like magic to Ruby, sending bolts of electricity through her whole being and making her moan and scream to her heart's content. With all the previous foreplay, not to mention Penny's semi-arousing threat, Ruby was already close to her first orgasm by the hands of another woman. Not even two minutes later she was already screaming just a small pitch higher, cumming her brains out.

With the way she had been acting Penny hadn't even been able to notice that Ruby was so close to cumming. Because of how much she was screaming it wasn't until she tasted a delicious new flavor that Penny could tell Ruby was finished. Much like each other's partner, Ruby went limp for a few moments before coming back to her senses, while Penny cleaned up Ruby's swollen pussy.

Now while something in Penny had told her to do nothing more than corrupt Ruby, her memories did still register her as a good friend. As much as she was excited about her new life in ruling all the females of beacon, she saw no reason Ruby couldn't have a few of her own if she so desired. As she finally lifted herself off of Ruby's pussy, she figured it was about time to give Ruby her treat.

"So, pet, about your reward." Penny spoke up.

Finally recovered, Ruby looked at Penny with nothing but the desire to please.

"Yes, Mistress?"

"Although you are now mine and mine alone," Ruby began to pant slightly, as if the thought of being Penny's alone got her hot again. "I've noticed that you have great potential as both a slave and a mistress." Penny decided to ever so slowly walk towards Ruby, giving her a nice sway of the hips along the way. "So I thought to myself, 'What if I got her a slave of her own?' Now the only remaining question is, Who?"

"W-what do you mean?" Ruby asked, only getting hornier at the thought of her own sex-slave.

"I mean," as Penny brought her face closer to her's, almost close enough to kiss but not giving Ruby the satisfaction, "Who do you want?" She moved even closer to Ruby, as she started to quiver in excitement. "Who do you lust for?" Penny started slowly moving down Ruby's neck. "Who do you want at your pussy's beck and call?" Penny by this point was right next to Ruby's ear, and distracted her so much she didn't even notice Penny's hand right above her quivering pussy. "Name them, and they are yours." She finished breathily right into Ruby's ear, before double teaming her with the sensation of gentle licks on her earlobe and rubbing her fingers gently on her outer folds.

Ruby didn't know how to respond to that, especially with the new sensations her mistress had so nicely given her. A name immediately came to mind, but she didn't have the courage to say it out loud at first. But the more Penny's actions did to her, the less she began to care as she realized the opportunity she was given.

"I...I w-w-want-t…"

Penny then bit down on her ear while switching to her inner folds, doubling her efforts. "Speak up, pet. I won't judge you, no matter who it is."

Her breathing was so ragged by this point she barely sounded coherent, but she knew she had to say it. "I-I want...Y-Y-"

Penny immediately entered two fingers into Ruby, and began utterly pounding her pussy as her breath hitched in her throat mid sentence. "Yessss?"

She knew she couldn't last long, not after just having orgasmed a few minutes ago, let alone everything else Penny's been saying and doing. As she finally was about to reach climax, she knew exactly what she had to say to Penny.

"y-Y-YANG! I WANT YANGGGG!" She finally cried out, as if the words alone were all she needed to finally reach her second orgasm of the day, almost collapsing on the floor as she spasmed for about half a minute before just laying there in a sweat coated mess.

A gentle smile curled Penny's lips and she slowly pulled out and softly kissed her fellow mistress.

"There, now was that so hard?" Ruby could only respond in ragged breathing and a look of love and affection for her new mistress, both at the fulfillment of her desires and her place as her pet.

As Penny got dressed, she made a list of some new toys for Ruby to buy, seeing that she'd be needing it soon enough. After finally writing it all down she handed it to her. "Now, be a dear, get dressed, and go to the store and pick up some things for me." As she turned around to leave she took one last look at her friend, fellow mistress, and most importantly slave, before giving her a seductive wink. "I have some work to do."

* * *

 ** _ **Later:**_**

Penny knocked on team RWBY's door. She passed by and looked through to library to ensure Blake was off studying in the library. She knew Weiss was...occupied, so she was sure Yang would be in team RWBY's dorm, and alone.

When Yang did open the door, She was in her usual attire, with a vest and a tank showing plenty of cleavage, and her small set of shorts. As much as she enjoyed the view, Penny decided to set to work immediately. She was doing this for Ruby, not her own amusement.

"Hey, Penny. What's-"

" _Let me in._ "

"What are you standing there for? Come on in." Yang opened the door wider and made an inviting gesture, allowing Penny to easily walk into the familiar room.

" _Lie down on the bed._ "

"I'm just gonna lie down for a bit, okay?"

" _Strip_."

"We're both girls, it's alright if I take my clothes off, right?"

Once Yang was finally there naked as the day she was born, Penny did what she was supposed to.

"Good, now repeat after me: I'm in love with my sister. I get horny just thinking about her. I fantasize about her tieing me up and degrading me. I can only cum while thinking about her. Men no longer hold any appeal for me. I want to please Ruby, and fulfill her every desire. I will do whatever, whenever, wherever, whoever, and however she wants."

Yang repeated slowly, her breathing became heavier with lust as the commands sank into the deepest parts of her psyche.

" _I want to be her slave._ "

"I want to be her slave."

Happy with her work, she thought as a treat she would give Ruby something to come home to, more than just a trained slave.

"Good, now keep repeating that last one while masturbating to this," Penny handed Yang a photo of Ruby, naked with her fingers rubbing her pussy:

"I have some business to attend to."

With Yang sitting there vigorously masturbating to an image of Ruby, Penny walked towards the dorm bathroom, the sounds of fapping and muttering coming from both behind and in front of her. The latter, though, wasn't from the newly converted Yang. Penny knocked loudly, alerting Weiss to her arrival. She would take this one much slower, because this time it was for her own amusement.

"Stop masturbating and open the door, Weiss."

There was a moment of silence before the sound of hasty footsteps. Weiss flung open the door, already naked. From the unsteady nature of her normally rigid pose, she'd probably lost feeling in her legs only a short while ago. What happened next only gave Penny a nice surprise, as the heiress then dropped to her knees and started licking Penny's heels. Penny had honestly thought she'd be harder to break, but apparently forcing a girl to masturbate without cumming for over an hour was all it took.

"Master, please…" Weiss' voice was somewhere between a moan and a sob while looking down at Penny's feet. "Let this unworthy sow cum. Please, I beg you, just let me cum." Weiss may not have known what exactly compelled her to do it, but she knew it came from Penny and was long past the point of keeping her dignity. She needed release, and would do anything to get it. As Weiss looked up to the ginger girl, the look in her eyes mixed with the pathetic tone in her voice made Penny that much more wet. Seeing the woman registered in her database as being so proper act like this sent her the strongest rush she'd ever felt.

"I prefer to be called Mistress, but seeing as you're already doing a splendid job groveling, I think I'll let it slide just this once." She replied with a patronizing voice. "Seeing how hot you've made me, if you want to cum, you'll have to earn it, 'sow'." Penny hiked up her dress to show Weiss her sopping wet pussy from her little display. "I take it you understand?"

A look of hesitation and fear came from the heiress as her eyes met that of her new mistress. She did know exactly what Penny meant, but certainly wasn't keen on doing...that.

"M-Mistress, I...I can't. I'm not a-"

But Penny was too horny to care about Weiss' hangups. As much as she enjoyed the idea of playing with her she was going to have her release _Right Now_.

"Yes you can. After all, _you're a pussy-loving, masochist lesbo-slut, and you will obey me_!"

In the blink of an eye, all of Weiss' previous emotions and pre-tenses were wiped from her mind. Every feeling in her body was replaced with lust, and her eyes suddenly became half-lidded with desire as her new life's meaning set in.

"Are we clear now?"

"Yes, Mistress."

And with that, the newly corrupted heiress set to work for the first of many times to come.

* * *

 **Edger: Wassup friends? So anyways, this was the first "redone" chapter of the story, aka one that I hadn't done on my own. Honestly there wasn't too much of anything on my own here, mainly just an extension on what was already written with the exception of just** _ **how**_ **Penny found out who Ruby wanted ;p**

 **So yea not much to stay here, hope you enjoyed! Now hurry up and read the next one so you can see some good work outta me ;)**


	3. With Both a Yang and a Whimper

_**Ch 2: With Both a Yang and a Whimper.**_

* * *

Blake was returning to her dorm from the library wondering what had happened to everyone else in her team. Usually by this time either Weiss would've come in to try to study with her, or Yang would've come to tease her about her readings. Something was definitely up...  
Then she heard it. Her heightened sense of hearing picked up what sounded like Weiss crying out in pain. She immediately sprinted the rest of the way to the dorm, and flung open her dorm door to find Weiss...being eaten out by a very sluttily dressed Penny.  
However, in the split second of hesitation Blake had upon trying to process this, the gynoid seized her chance.  
" _Freeze, Blake._ " She commanded.  
And Blake found she couldn't move. She started to panic and was about to call our until Penny spoke again.  
" _Be calm._ No one's going to hurt you here, unless you ask real nicely _._ "  
Blake realized what was going on, her mind was trained enough for that, but per Penny's command to calm down, couldn't see anything wrong with it. She took a moment to survey the rest of the room and assess the situation. She saw Yang vigorously masturbating on her bunk and muttering to herself, with what looked like a picture in her hands. She also couldn't see Ruby, and didn't know if that was a good or bad thing. Weiss meanwhile was unconscious and nude on her bed, and Blake couldn't help but take note of the small trails of drool coming from both her mouth and pussy, as if she'd just had the time of her life before she walked in.  
"Enjoying the view?" Penny asked when Blake had stared at Weiss for just a bit too long, and then some.  
Blake quickly looked away and blushed. Penny smiled wickedly at this, realizing she had an in with the Faunus.  
"Aww, does someone have a little crush on the Ice Queen?" She saw Blake look away, out of fear and mostly embarrassment. "Come on, _tell me the truth_."  
"Yes…" The faunus answered weakly, unsure of how to feel by her response. "What...what did you do to her? To all of us?"  
Penny figured that there was no reason to play with her at this point. After all she's already seen the most of it. "Well, with Yang, I've conditioned her to be the perfect sex-slave for Ruby. Per her request, as a matter of fact." Blake's eyes widened at this, but Penny's command stopped her from having any protests, "Ruby is actually off to buy some….things for me in town. Weiss is blacked out from the sex we just had and has also been turned into a sex-slave, though I'm still deciding on who her dom should be." She then tapped her chin in fake thought; she already made up her mind as soon as she saw Blake stare at Weiss.  
"And, well, I haven't decided on what to do with you." She stared directly at Blake menacingly, relishing in what little fear she could muster even though she was told to relax. She immediately lowered her intensity, and made it more of a loving stare towards her, and then mentioning to Weiss. "But, if you like Weiss so much, that could definitely be arranged. As a matter of fact," Penny leaned over to whisper something in Weiss' ear.  
The heiress' eyes fluttered open, but Penny whispered something else and they closed again. The ginger straightened and looked over at Blake, her wicked smile growing wider.  
"If you want her, Blake, you must first claim her. _You may move now_."  
The faunus stumbled forward at the sudden unfreezing of her limbs, but caught herself. She knew she should take this opportunity to run and warn somebody, and she was about to do so, until she heard Penny start again.  
"Fair warning, though: The next pussy she tastes will be her mistress'. Whether or not that's you is in your hands. If not, then...well, there are plenty of fish in the sea."  
Weiss will be someone's sex-slave. That thought caused a wave of fear to ripple through Blake. But another quickly send a wave of a much warmer feeling through a very specific part of her anatomy: Weiss could be her sex-slave. The faunus' eyes snapped back to the heiress' wet sex, lust battling indecision and fear inside her.  
"Plus, what would you really plan to do if you run? Tell a teacher? Get someone to come after me? You've already seen what I can do to people." She started to sluttily strut towards Blake, until she got in close enough to whisper in her ear. "So why not just enjoy the fun for what it's worth? And take the control you know you've always wanted."  
Fun, futility, Weiss, control. These words just kept running around in her head as Penny spoke. Finally, she took a step forward.  
"Good choice." Penny said smugly.  
Blake striped her shorts and panties as she neared the bed, until her lower half she stood naked over her white haired teammate.  
"So...I just…?"  
"Just put your cunt over her mouth. You'll be doing that a lot from now on."  
Blake crawled onto the bed and straddled Weiss' face. Ice blue eyes opened to meet amber, and what Blake saw almost made her cum right then and there. Weiss' eyes were filled with longing and a need to please.  
No, not just please: she wanted to please her. Blake. Her new mistress.  
That expression coupled with the fact that Weiss Schnee was between her legs was pretty much the faunus' wet dream come true.  
Weiss had only just woken up, and she already had accepted her new role in life as she started eating out the faunus. She knew Blake owned her now, and she was elated. Her mistress was someone she already trusted and admired, let alone someone she knew. Frankly, with what she did still have of her consciousness, she was worried she'd be given to some sleeze like Cardin for all she knew.  
Plus, she was smoking hot and tasted delicious. She looked so beautiful moaning in ecstasy above her. How could she not have noticed how gorgeous her teammate was before today? Hell, until Penny had informed her, she hadn't even known she was a lesbian!  
Blake ground her sex onto Weiss' eager mouth. She was marking her as Blake's, so that nobody tried to steal her away. Weiss was her's. She was already trying to remember the name of that website that made custom collars. Which was difficult, considering she was on the edge of orgasm already.  
"Oh, fuck, Weiss!" Weiss had such pretty eyes, eyes that were looking at her so submissively. It was everything Blake could've wanted and more. "I'm gonna...gonNA-!"  
Blake had just let out one of the most powerful orgasms she'd ever felt. If not because of it being her first time being completely and utterly pleased, then from Weiss' simultaneous moans from her pleasure coursing through her body. Weiss meanwhile had been fingering herself this whole time, but what really did it for her was...well, Blake. Her expressions and cries of pleasure that Weiss was giving her, the feel of her warm body, and finally the explosion of flavor when her mistress came made her scream in pleasure just as much.  
Blake then slumped to the side to recover, and began passionately kissing her new slave, tasting her own juices on her new slave's mouth. Weiss reciprocated immediately, and they both forgot about everyone else in the room.  
Penny removed her two fingers from her dripping entrance, being completely and utterly aroused by the display in front of her.  
"Oh, that was hot." Penny commented to herself.  
She couldn't wait for Ruby to return and see her team in a sexual frenzy. Yang was still masturbating enthusiastically while Blake and Weiss were gearing up for round 2. Penny, of course, was now rubbing herself at the thought of Ruby's face when she would see Yang, who at this point would probably pounce on her sister the moment she walked through the door.  
 _*knock, knock*_  
"Well, speak of the devil." the gynoid smirked, then looked over at the blonde brawler, "Oh, Yaaaaangggg~, your sister's at the door." Penny sing-songed.  
What happened next honestly surprised her. Somehow, Yang's horniness and need to please Ruby allowed her to break Penny's command to lie down from earlier and jill off in order to rush to the door and answer it. Well, not answer, more like flung the door open hard enough to break the hinges, knob, and wall.  
" **Ruby**." Yang said in a tone that was something between a moan and a growl.  
Ruby was completely stunned to find her older sister bare-ass naked and making bedroom eyes at her. She became even more stunned when Yang grabbed her by the collar and pulled her into a deep kiss. Her mind shut down as she dropped the four bags she was carrying, enjoying the new sensation too much. Her now free hands seemed to gravitate towards the taller girl's chest and ass and started to aggressively grope her of their own accord. Yang moaned into the kiss as she felt her sister's touch: she wanted more. As if Ruby had read her thoughts, she started to pinch and tweak the brawler's sensitive nipples and probed her mouth with her tongue, quickly taking the dominate role. The younger girl then pushed Yang into the room.  
She didn't know why Yang was suddenly coming on to her, and she didn't care; she just wanted to quell the fire in her core. Thanks to her mistress, she knew just how to do that. Ruby pulled away from the kiss and looked forcefully into her sister's eyes.  
"Strip me, now." She commanded.  
"Yes, mistress." Yang said in an almost reverent tone.  
She couldn't have complied faster: in mere seconds Ruby was as naked as her new slave.  
"Good. Now, kneel."  
"Yes, mistress."  
Again, she was as quick as a flash to obey. Ruby saw a new light in Yang's eyes, like she thought that Ruby was some kind of goddess. She liked it and the feeling of power it gave her. After years of being the "little sis" who needed to be taught lessons and grow up, it was time for her to learn a lesson.  
"You're mine now, understand that?" It was almost too good to be true at this point. Ruby needed to test the waters and see Yang's reactions.  
She wasn't disappointed.

"I'm already yours, mistress. Please, do whatever you want to me. I'm your slave." The words alone were making Yang wet, and her eyes got more and more desperate as time went on.  
Meanwhile, Ruby's smile told Yang that those were the words she was looking for, and that she did well. But it only made it all the more confusing when she suddenly frowned.  
"And because you're mine, I expect a certain standard of performance. While you're quick to obey, I think you're a little _too_ quick."  
Too quick? Yang didn't know what she did wrong, but she already felt terrible about it, and would do anything to remove the disappointment from her mistress' face. She only now truly understood how disappointment was worse than anger.  
Then Ruby gestured to the door, which not only was detached from the frame, but also had put a small hole in the wall next to it. Yang had opened the door so fast that she went past the hinges limit and pretty much impaled the handle into the wall.  
"And now, not only is the whole hallway going to have to hear me punish you, but I'm going to have to pay for the repair." Yang's mistress didn't really seem that angry, just disappointed, and that's what only made it worse for her.  
Ruby, however, could see her sadness immediately, and as much as it was touching, she didn't want the poor girl to suffer. "Don't worry Yang, it was just a mistake, and you'll never make it again, right?"  
"Yes, mistress!" Yang almost shouted with relief while nodding wildly with a silly grin on her face from her mistress' forgiveness.  
"Good. In the meantime," Ruby walked back over to the bags and retrieved several dildos of various sizes and shapes, as well as a long rope. She then turned back to Yang with a perfectly innocent face and voice "I'm gonna tie you up and shove a lot of things in a lot of places while you eat me out, 'kay?"  
Yang nearly came just by seeing the ropes while knowing that Ruby was going to tie her up.  
"O-Okay." She said, her voice cracking just a bit.  
Ruby immediately sent her a hard stare.  
"Okay, what?" Yang's mistress prompted.  
"O-Okay, misssstress." Yang quickly amended, growing hotter from having to say that to Ruby of all people.  
And just like that, Ruby was all smiles again. God, Yang loved seeing her smile. Especially when the smiles were directed at her.  
"Good. Now," Ruby started to walk closer, rope in hand, swaying her hips for a little of a show, "Shall we get started?"

* * *

 ** _ **A Short While Later:**_**

She didn't care enough to question how Ruby could tie like that, she was far too focused on the task at hand...er, mouth. Ruby had managed to tie up Yang shibri style, while also sticking half of a double ended dildo into her pussy. Yang was told that it wasn't for her pleasure though; it was only to get it ready for her ass, and it only made Yang enjoy it more.  
Meanwhile, Ruby was moaning out what sounded to Yang like a mixture of compliments and insults at the same time. More importantly though her voice was becoming more and more frantic and distant, like she was about to cum. In this moment there was nothing Yang wanted more then to bring her mistress to her release, and she made sure to do just that.  
"Oh, god, you sexy fucking slut, I'm- oooooh yeah, suck it, I'm gonna...oh, gooooooood...Yang, Yang, YanG, YANG, YA-AAAHHH!" With all of the new sensations, not to mention that she finally had Yang for her own, Ruby screamed with pleasure as she came even harder then she had with Penny, as if it were even possible.  
Somehow she recovered after only a few seconds, the lusty gaze she sent her older sister told Yang they were far from done. She removed the dildo from her slave's pussy, seeing it nice an lubricated, and gave her a wide and almost cruel smile.  
"Now that that's out of the way, turn around and show me that tight, sexy ass of yours." She commanded huskily, her recent orgasmic bliss undertoned in her voice.  
The way Yang was tied, her arms were completely bound behind her back and her breasts were wrapped to stand out even more, making the move difficult. But with everything below the waist free the move wasn't impossible. The blonde rushed to comply and Ruby was quickly greeted to the sight of Yang's ass. She put the tip of her dildo on her slave's back door. But she didn't push in, not just yet. She leaned over her back and whispered into her sister's ear, dropping her voice to a much lower tone than usual.  
"Can you feel that, Yang?" She decided to give a slight push, just enough to poke but not enter, before continuing. "Your little sis here is about to fuck your ass."  
Yang was just a shuddering mess hearing Ruby's voice get like that. She wanted to scream nothing more than how much she could feel it, but knew that would only anger her mistress. But for the love of all that is holy and most of the things that aren't, she wished she could scream to just shove it in!  
Ruby could see that Yang was starting to really enjoy this, and figured she should indulge a little bit.

"Wow; you're so horny that you don't care if it's incest." She decided to poke a little harder than before. "I had no idea you were such a slut, sis."  
Ooooooh Yes, she was such a slut, so Yang just wished she would fuck her already!  
"But you're my sex-slave now, and you know what I do with slutty sex-slaves? Especially when they do something wrong?"  
Butt stuff?  
"I _punish them_." The younger girl finished with a growl before shoving the whole thing in in one go.  
And it burned. Oh, god, did it burn. It was a little too close on that border of pleasure and pain for comfort, at least for the average person. For Yang, having already been tailored to enjoy pleasure or pain from her mistress, it was like having double the enjoyment, and it already showed as her face turned into bliss over fear. Then to top it off, Ruby grabbed onto Yang's hair for leverage before pounding her asshole into ground beef. It hurt so much, yet was the best feeling Yang had felt in her entire life. There was no way she would ever give this up. She'd be here, under Ruby, for the rest of her life.  
That thought alone filled the older girl with such pleasure that she came already just seconds after Ruby pushed it in, and as she kept going Yang just kept cumming, over, and over again. She moaned into the bed to try to muffle them, but Ruby had no such qualms.  
After seeing her cum a third time, Ruby decided she was done sitting around.  
"Grab the dildo and keep shoving it in your tight ass." Yang complied immediately, too lost in her own pleasure of following her mistress' orders to realize that Ruby was putting herself on the other end of the double-sided dildo.  
"Now, " started Ruby, her voice a little strained from the enjoyment from the new insertion, "seeing how tight that dildo is in your ass, you're going to fuck me while I'm on the other end." Yang got even hotter, as if it were possible, at the idea of being able to pleasure her mistress.  
"But there's a catch," as Yang stopped her menstrations to let her mistress speak. "You are not allowed to cum, at least not right now." Ruby made sure to get as close to Yang as she could, and managed to just barely whisper into her ear, "but if you do a good job, and make me scream, then maybe I'll be nice today and give you permission to cum too."  
As soon as Ruby finished speaking, Yang bucked her hips as fast as she possibly could. Her mistress gave her a task, and she'd be damned if she ruined her only purpose left for her life: pleasing her mistress. And she certainly didn't disappoint, Ruby already starting to moan louder after not even a minute of the reverse fucking Yang was giving her.  
"Stop!" Yang immediately halted, immediately worrying that she had disappointed her mistress again. When she felt the dildo being ripped out of her ass her fears only gained more ground. That is until Ruby then shoved it just as deep into Yang's pussy and took a role on top of her.  
"I've changed my mind. After all, if anyone's gonna be fucking anyone else here, then it's going to be me!" On that note Ruby started bucking her hips into her sister, fucking her as hard as she could for all she was worth. Yang in the meanwhile only moaned louder and harder, taking the changed roles with gusto. Feeling so powerless underneath her sister only turned her on more, as she was reduced to nothing more than a writhing mess underneath Ruby.  
It wasn't too long before Yang could feel that she was close, the stimulation and powerlessness becoming too much for her.  
"M-Mistres-ss, PleA-AsE-E" Hearing Yang ask her for her release like a bitch in heat only made Ruby that more excited to make the moment last.  
"No!" As she started putting more force behind her thrusts. "Not-t until I d-do. We'll c-cum together, you unders-S-stand that you bitch?" She made sure to accentuate the last part with a slap in the face before getting back to her work. The pleading look in Yang's eye turned her on more than she thought, and only seconds after Ruby felt the same feeling in her gut.  
"Shit-Shit-Shittttt, I'm-m GonnAAAAA!" Ruby had cum so hard, she almost forgot where she was, but she was conscious enough to remember who she was in control of.  
"NOW CUM FOR ME YOU FUCKING WHORE! CUM FOR YOUR MISTRESS!" As if on queue, Yang had arched her back as far as possible with her binds, unable to even comprehend the orgasm that would've come from being fucked by her sister. Ruby herself hadn't stopped then either, going until she and Yang both happened to simultaneously reach a second orgasm.  
When Ruby finally couldn't move anymore, she had collapsed on top of Yang in a sweaty, nearly unconscious heap. She did however use what little of her energy to untie her new slave, and set them up properly on the bed. Ruby had laid Yang's head right on her still naked chest, while Yang had given her a lazy hug, content looks on both of their faces as they drifted off in slumber.

* * *

Penny was very proud of herself as she watched the whole thing unfold, especially about Blake. She'd only needed hypnosis to help her consider her options, but wasn't pushed in either direction. In the end, her libido and basic desire for control had won. Now, Penny couldn't keep a wide grin off of her face. But now the fun was at a temporary halt, as both pairs were in sex-induced comas. Penny didn't need to sleep except to update her systems, so she found herself quickly bored with the sleeping girls. Making sure to lock the newly fixed door (She'd switched it with one of the empty dorm's door while everyone was...distracted) she set off in search of someone else who would be awake at this ungodly hour.  
The gynoid wandered the academy halls aimlessly for what seemed like forever. The halls were clear of anyone, or so it seemed. With a combination of the monotony of the halls and her boredom, Penny was starting to zone out when she heard a shout from behind her.  
"Excuse me, young lady, just what do you think you're doing out at this time of night in that!?" Shouted a voice Penny had never heard before.  
She turned and saw an older woman, maybe in her mid-twenties. She had short blonde hair and lovely green eyes, which looked like they were trying to bore a hole into her head at the moment. Penny was immediately able to tell that she was a teacher at the school. It did however take her a moment to realize she'd been asked a question. The more she thought about it, she realized it was pretty much the same question Weiss had asked her earlier that day, and with pretty much the same tone. Just ask Weiss how well that turned out for her. Penny gave the sexily angry teacher lady an innocent smile before working her magic.  
" _It's perfectly normal for me to be out at this hour. I'm doing nothing wrong. In fact, I'm actually your new superior who you've been expecting to meet with._ "

As the commands sank in, the blonde gave a slight pause before widening her eyes.  
"Oh my, I'm so sorry madam! I seem to have mistook you for someone else." Teacher lady went from angry and sexy to flustered and sexy in a matter of seconds. Just how she liked them.  
"And what exactly was that comment about my dress you were saying?" Penny asked haughtily.  
The blonde's eyes widened even more, as if they were close to bulging out.  
"I-I-I-"She stuttered, not quite knowing how to recover from that.  
" _Why don't you invite me to your room to apologize with a beverage. Tea or coffee, whichever you normally do for others. While we walk to there, you'll tell me about yourself and the other teachers. And since you just so happen to feel safe and trusting in my presence, no matter what I ask you will answer to the best of your ability._ "  
With another pause from the blonde, she seemed to slightly settle down as she thought of an idea.  
"Ah! I know, why don't we go to my residence and have some refreashments to clear up any confusion. Please, follow me." Teacher lady said pleasantly.  
This is going to be fun. But first things first.  
"Sounds like a plan, miss...?" Penny started simply.  
"Professor Glynda Goodwitch. And you are?"  
"Penny Polendina, a pleasure to meet you."  
"Likewise."  
After a few minutes of Glynda explaining the situation with the teachers and other faculty so that she was well versed in the situation, she decided it was time to get down to business.  
"So Glynda, how often do you have sex?"  
"I don't." Glynda answered without hesitation.  
Well that's odd, Penny thought to herself. She's certainly got the looks to drive any man or woman wild for it...  
"Well, when's the last time you had sex?"  
"Never."  
Penny halted in her tracks.  
"Wa-wa-wait-wait-wait. You mean to tell me you're a virgin?"  
"Yes." She replied, that pleasant smile still on her face.  
Does not compute. Does not compute. The most robotic moment since Penny had her unforeseen change, she calmed herself down enough to ask the only question on her mind at the moment.  
"How?!"  
"I've never had sex, I prefer to focus on my studies or work and didn't want to think about how sexually confused I am."  
"Sexually confused?"  
"I don't know if I'm attracted to men, women, both, or neither." She clarified. "Not to mention whether or not I. have any fetishes. Either I never wanted to explore or work became to pressing for it to be a priority."  
"Ooooooh~, an open book, I see." Penny suddenly understood. People seemed to have that problem a lot, but, Jesus, she was too old to still be indecisive! So, seeing that she was supposed to be in charge of her anyway, Penny decided she would "help" her.  
"Well, let me clear it all up for you: _You're a diehard lesbian_."  
"A….what?" The suggestion only half took root because she didn't understand.  
" _Yes, You're the kind of lesbian who's a huge pervert at this age because she's so sexually repressed. Anything that has to do with girls gets you horny. Also subconsciously, due to regretting your lack of action back when you were their age, you have a fetish for high school aged girls and the smell of used panties._ " Penny figured that it should at least make sense with the way she acts and how she has up to this point in her life. And the used panties thing...Hey, might as well make it interesting.  
"Oh." Glynda said as the suggestion took full effect, "I see. Thank you, that's very….liberating."  
And for the first time the blonde seemed to genuinely smile. It was a lovely smile, and probably rarely used. The removal of the sexual confusion seemed to lift a larger weight off of her shoulders than anyone else could've known.  
"Great. Now that we have that all squared away-" Penny muttered to herself before Glynda unknowingly interrupted her.  
"We're here." She opened a large door to reveal her room while on campus.  
It was a fairly inviting place, and obviously a place the blonde went to destress. There was a nice brick fireplace, the walls were painted a soothing shade of muted purple, and the furniture all looked expensively comfortable, especially the four seater couch next to said fireplace. The whole room looked almost like an art piece.  
Penny decided she was going to eventually fuck Glynda in each room and on each bit of furniture, just to test their comfiness. But, she was getting ahead of herself: first came the chase, then the fun. That, however, didn't mean the chase couldn't be fun. In fact, Penny had an idea to test the waters.  
Glynda was in the kitchen getting the drinks, and Penny sat waiting on one of the couches. She was pleasantly surprised when the teacher came back with a bottle of champagne and two flutes. The glasses were filled as they toasted to their "New working relationship." Penny smiled at the irony before guzzling down the alcohol. Being a robot, she couldn't get drunk, but she could pretend to drink to be sociable. Not to mention act the part when she wanted, having analyzed enough about inebriation and its effects. When she finished her glass, her smile turned wicked and she decided it was game time.  
" _Glynda, you suddenly realize how attractive I am, and you're super horny because of it. You've developed a crush on me, and think I might reciprocate if you try hard enough. You will try to seduce and bed me._ "  
The professor blinked, then quickly snapped her eyes down to hide the blush that had overtaken her face. She glared at her champagne as if it were the culprit for her abrupt arousal, then proceeded to gulp it down as if it were the key to heaven. She then looked back up to the ginger gynoid with a nervous smile.  
"So, how long do you plan to work here at Beacon?" Glynda asked, managing a calm voice despite the hormones suddenly raging within her. The effects were slightly visible to Penny; then again she knew what to look for.  
"A while. Maybe years, maybe more." She said with a sly grin on her face. The look alone made Glynda squirm just a bit in her seat.  
"Well, I have a feeling we'll get along just fine." The blonde said as she poured herself some more champagne.  
"So do I."

* * *

 ** _ **Thirty Minutes Later:**_**

"THAT'S RIGHT! CUM FOR ME, BITCH!" Penny screamed to the bound blonde as she smacked her across the ass again and again with her own riding crop.  
The girl in question was in tears of pleasure as she moaned like a whore from under Penny's makeshift blindfold. Her used panties fetish idea came in handy, as she had used her own to blind Glynda, stimulating her even further. Not only Glynda, Penny was getting off on the total submission the professor was giving her with almost no mind control needed. With the exception of the imposed fetish and making her appearance seem normal, Glynda was cumming with her only stimulation being the pain on her red-striped ass and the smell of her mistress' sex through her panties.  
The professor here was a born masochist, the need to submit already a part of her very being. Hell, only they were only 5 minutes into her "deducing" and she was already bent over the side of her own couch with a stranger smacking her ass cherry red. The very concept of Glynda Goodwitch, someone demanding so much respect that loved being reduced to absolutely nothing, was becoming a huge turn on for the megalomaniac ginger. She couldn't even wait any longer to officially claim her. Penny walked around to the blonde's front and rubbed her strapon cock against her cheek.  
"See this cock here, Goodbitch? This is the cock that's going to take away that pesky virginity of yours."  
Glynda couldn't see the dildo through the blindfold, but the feel of it against her cheek told her it was long and thick.  
' _That will never fit!_ ' She internally panicked. Not enough to change what she was doing visibly, but enough to show that there was hesitation. Penny noticed this, and figured that as much as she could just force it in, "Goodbitch", as she now liked to call her, would be much better off as an inviting slave rather than a hesitant one.

"But first, I think you may need some motivation. Now be a good girl, and turn over so your back is on the arm of your couch." Even without the mind control, Glynda was quivering in excitement at the word motivation, obeying Penny's orders. With Goodwitch facing her, Penny then moved to stand right directly in front of the blonde. At this height her strap on happened to be perfectly level with Glynda's mouth, although she would never know with her "blindfold" still on. "Open your mouth, niiiiiiiiiiccce and wide."  
Even with her previous hesitation Glynda obeyed without falter, as she opened her moist, inviting mouth. Penny then ever so slowly put the strap-on in there, Glynda flinching slightly at the new intrusion.  
"Now suck! The faster you do, the sooner you get your reward."  
"Mhss Mhsthrss." Although muffled, Penny could understand her acknowledgement as she started sucking it. Even as she obeyed her orders though, Penny could still see that hesitation in her. This is where her plan would come into play though.  
"You know Glynda, I've had a change of heart I think. Oh, and don't stop sucking until I pull out of your mouth."  
Penny could tell that even without the command she probably would've done it, but she felt like really having fun here. Now that the command was made, she continued with her monologue. She made sure to drop down to a husky voice, and add in an occasional moan to get Goodwich nice and ready for her surprise.  
"You see, we've only really just met each other. Aaaah, so I'm sure everything here i-is new for you." Her little plan was working, she could see the blonde get more and more into her menstruations, and her guard dropping ever so slightly. "So with that, Mmm, and the fact that this is your first time, I thoughttttt" Glynda was dripping wet by this point, waiting for whatever her new mistress had in store for her.  
"I would at least take your preccccious virginity," as she bent down to breathe right into Glynda's ear, "with your favorite toy."  
What Glynda forgot to take into account was that Penny had never let go of her prescious riding crop. At that moment, Penny simultaneously pulled out her strap on from Glynda's mouth, while immediately shoving her riding crop as far as she could into her virgin pussy.  
While Glynda would've taken a deep breath with her lips free from the appendage, the new sensation filling her lower lips had left her breath hitched as she involuntarily held it. Her eyes looked like they were about to pop out of her head, and she immediately arched her back, putting her plump breasts up into the air as she attempted to process what had just happened. The feeling of the forced intrusion was indescribable. Aside from the already pleasurable feeling of something being shoved in there, the quick stretching of her walls filled the masochist in her, being just on the border of pleasure and too much pain.  
After a few seconds, and thinking that she had enough "adjustment", Penny started ever so slowly pulling the riding crop back out. It was then that Glynda finally took a breath in, but her eyes remained open and her back remained arched. Almost half a minute later, when it was almost all the way out, Penny then shoved it back into the blondes tight pussy, as said blonde started to scream out in pleasure. Penny decided to repeat the process one more time before giving her the experience of her life, her first real orgasm.  
Glynda was unable to process what was going on by now, as the pleasure started to override her and she could do nothing but moan like a whore. Once Penny shoved back in the second time she felt that creeping feeling in her stomach coming back already.  
"M-M-Mistresssss, I'm alr-ready so c-c-close!" She knew the last thing she wanted to do was potentially upset her mistress and have this treatment end by cumming before she said so.  
When Penny heard how close her slave already was, she knew exactly what she had to do to ensure that Goodwitch would be hers. "Very well...then enjoy the ride,", as she went to breathe in her ear, "and cum as much as you like, but only this one time, since I'm in such a good mood today."  
Penny then started moving at a moderate pace, Glynda starting to moan as the pleasure started taking over once more.

"Not to mention", as she briefly stopped her menstrations, "that as much as I like your moans," she then slowly pulled back out, seeing the blonde's breath hitch once more. She leant into her ear just one more time, "I just love your screams!"  
As soon as her sentence was finished, she immediately started moving her arm like a jackhammer, utterly pounding Glynda's pussy as fast as possible. Not to mention that with her more robotic body, that when we say jackhammer, it's not too far off in speed.  
The effect was immediate as Glynda was starting to moan louder than before, to the point where the whole hallway would've heard if her door was open. Not to mention that since Penny's speed wasn't slowing down anytime soon, they only got louder and louder as the seconds passed. Soon enough, Glynda could feel that she was about to cum, her first orgasm at the hands of another woman, and Penny enjoyed it all with a maniacal grin on her face.  
"M-M-MistresSsSss, I-I'm GonnAaa"  
"That's right Goodbitch!" The overpowering ginger yelled, as she managed to put just a bit more force behind her thrusts. "I want to hear you SCREAM!"  
That was it, it was at this point that Glynda couldn't hold it anymore, and the flood gates burst open. Penny got her wish, as the blonde screamed at the top of her lungs while her orgasm shot through her with overwhelming force. Her entire half at this point was off the couch, with her lower back the only thing remaining on the couch arm, while her legs convulsed and her upper half just shook, her breasts slapping each other from the sheer force of Penny's thrusts.  
It didn't stop there though, Penny didn't stop her pounding of the blondes pussy even as she began to cum a second, and eventually a third time. The look on the blondes face was borderline ahego as she truly understood the meaning of overwhelming pleasure.  
"T-T-TOO MucH! S-So-So GoODDdD!" She couldn't even tell where her body ended and the insertion began, she could feel nothing but the pleasure through her legs, and it had completely and utterly consumed her.  
After the fourth time cumming, Penny finally decided that it was time for her to have some fun. She abruptly pulled out and gave the blonde just a minute to come back to her senses before she could black out from the pleasure.  
But not enough time to completely recover. While still on her high, Penny then shoved her thick dildo into Goodwitch, watching as her mouth opened up once more with hitched breath and opened eyes. She didn't wait upon the insertion like last time though, she immediately set to work, bucking her hips and getting the blonde back to where she belonged. Moaning, on her back, and begging for more.  
"You like this don't you? You little slut!" This was what Penny had been really waiting for, putting Goodwitch in such a helpless and submissive position, that she would stay hers forever.  
"Y-YeSS!" Goodwitch could barely even think anymore with everything going on around her. The only things she could comprehend were how incredible her pleasure felt, and how much she adored her new mistress.  
"I-I'm Yours Miss-s-s-tress, y-YOURS!" It was there that Glynda had come for the fifth time, the last far exceeding the rest. Her back arched even farther, as if barely humanly possible, while her eyes rolled into the back of her head as her entire being practically blacked out. Glynda knew then and there that she belonged to the new teacher, and that she would do absolutely anything if she could be treated like this again.  
Penny meanwhile could tell she squeezed as much out of the blonde as she could for the night, and just took a moment to admire her handy work. She could tell she was going to have a lot of fun with her in the future, but figured for now she deserved her rest.  
As she began redressing, she made sure to whisper seductively into Glynda's ear as she pulled out. "Hope you had fun, bitch, I'll have plenty more next time, and you _will_ be watching me enjoying myself. Are we clear?"  
With what little consciousness she had left, she whimpered out the phrase that brought her so much joy at this very moment.  
"Yes, Mistress..."

* * *

 **AN: Hello again friends :3 So yeah...damn that Glynda scene doe XD Personally it's my best work so far in this area of writing, as, like I said earlier, I simply haven't written a lot of smut just yet. But when I read what was originally there, the idea of this whole interaction definitely came to mind. Plus, I mean come on, her weapons gotta be useful for someeeeething else :3**

 **I also liked how I added a little more to the RY scene, letting Ruby pretty much show how she wanted to take the reins and show Yang who was really the one in charge. I mainly just added the last part from when the double ended came into play, as it was said it was there originally but never really expressed again in the scene. So I didn't want to let good material go to waste ;p**

 **Hope you guys enjoyed, one more to go before you'll have to wait a while for another update, so you better enjoy it! Peace**


	4. Cinder Falls

_**Super important stuff at the bottom. Please enjoy.**_

* * *

 _ **Ch. 3: Cinder Falls**_

* * *

Team RWBY's changes in demeanor were...evident to say the least. When classes were over and they all rushed and stumbled into their dorm room the door was slammed shut and clothes were immediately flying off. They'd been teasing one another all day, unable to focus on their lectures or work.  
Oddly enough Goodwitch, the only person they had classes with today had seemed rather...accommodating. The other girls barely noticed, but Ruby herself had. Hell, there was one point where Ruby was practically in Yang's pants under the desk, and she knew Goodwitch saw. But she just seemed to stumble slightly as she walked and continued her lecture as if it never happened.  
It wasn't until Miss Polendina came to check up on her students that things got interesting. Penny had spent the whole day getting acquainted with the staff, so as to make sure her position here wouldn't be questioned. With professors like Glynda especially, she felt like she really would enjoy it here.

Miss Polendina, as she was made known by the students, had come to have a private word with Ruby and Blake. She took them out in the hallway and into the nearest closet for their "talk".

"So ladies, how are your little toys doing lately?" Penny could tell from the way they looked that they were enjoying their days so far, or at least in the way that she approved of most. The red and black pair simply proceeded to giggle and blush respectively at her question, getting all of the answer she needed.

"Good, but there's some more fun to attend to now."

Ruby's face seemed to tilt to the side, almost like a dog, in question. "What do you mean mistress?" Blake's eyes merely raised slightly in curiosity, her more stoic nature restricting a more outward response.

"Well I can't quite say, that would ruin the surprise to you two." She said with a small cheshire grin on her face. "But it does involve your two slaves. Tell me, have you set up any form of chain of command amongst yourselves?"

Both Blake and Ruby looked at each other quickly, before both shook their head left and right at Penny, not having thought of such yet. The gynoid's smile slightly faltered at the news, only to double in size immediately after. "Well then, let's change that. You two wait right here for me."

As they waited for Penny in the closet, they both looked at each other, with an ever so slight hint of hostility. They hadn't thought about who was really in charge, and with Ruby thinking of herself as the team leader and Blake's faunus territorial instincts, both were looking at each other curiously.

Soon enough Penny returned with the other half of team RWBY, Yang naturally trailing over to Ruby and Weiss to Blake. The red and black pair proceeded to territorially grab their respective subs, while never dropping their odd gazes toward one another.

" **So** ," Penny started, getting the full and undivided attention of all the girls, "we're going to play a game today." All of them looked interested as Penny continued. "We need to find out which of you two **sluts** ", pointing at Yang and Weiss for good measure, "is the bottom of the chain for this team. So here's how we're gonna do it:"  
"Yang and Weiss, you two are going to go at each other and see who can make who cum first. Whoever loses will be the lowest of the low out of your four. But~," she started with a grin now on her face, "the winner will get a very special prize from moi in the near future, as well as cement their mistress as the top in command."

Before the girls could ask what said prize was, the look of such girls questioning what Penny said, she continued. "Your individual mistresses can give you advice and words of encouragement along the way, but cannot intervene."

"Now, _begin_."

At the start of the command, Weiss and Yang both practically ran at the other, meeting in the middle in a searing kiss. It almost looked as though both of them we're in a frenzy, arms wrapping around each other aggressively and hands pulling off whatever they could. With Penny's idea combined with all the previous teasing, both girls were ready to go from the moment she said.

After only a few seconds both girls realized they would be much more comfortable on the floor, both laying on their sides never dropping the kiss. The top of Yang's uniform was the first to go, considering her large chest made it strained enough as it is as a few buttons popped off in the process. Yang meanwhile had immediately pulled down Weiss' skirt and panties, attempting to go straight for the prize.

With both pairs only half naked their patterns of attack were different by nature. Weiss had started caressing Yang's exposed breast, while Yang started rubbing her fingers along Weiss' outer folds. With Yang having the more sensitive area already on lockdown, Weiss was already starting to get heated as she started losing herself to her lust.

"You're doing great Yang, make me proud and I'll give you my own reward later~." Her mistress' comforting words only made Yang want to work harder, as she started to more vigorously rub Weiss.

Said heiress felt the effects immediately, starting to grab the blondes chest more for stability than for her objective. Blake could easily see that Weiss was losing ground fast, but also wasn't going to have it.

"Don't just give up, you slut!" Weiss' eyes seemed to gravitate towards Blake, for any kind of advice if not to pay attention to her mistress when she was spoken too. "Use your mouth for fucks sake!"

Picking up on what she meant, Weiss gathered her composure enough to latch her mouth onto Yang's left breast, sucking and biting down on her nipple hard. The response was almost immediate as Yang's breath started to hitch and her rubbing immediately decreased in pace as she lost her focus. Blake smiled in delight at seeing her slave do as she was told: they could win this thing yet.

"Good, now put those fingers of yours to work where it counts!" Picking up on the order, Weiss' hand shot down into Yang's skirt, as her dexterous fingers started flicking and rubbing her clit, getting Yang to start moaning loudly and give up almost all semblance of control of the situation.  
As the pleasure started to build up, Yang started rolling on her back losing her grip on the heiress' snatch, as Weiss took advantage and immediately got on top of her. With her mouth switching to her right breast, one hand tweaking the nipple of the left and the other still in her panties, she could tell that things were going her way and fast. Not to mention that she was getting so much pleasure out of seeing the brawler writhe underneath her. Yang was about to cum, and she would make her mistress so proud of her.

Ruby, although originally discouraged and worried as Weiss started getting the better of Yang, realized a moment of weakness. Yang would just need the proper...motivation.

"Yang!" Although hard, she heard her mistress's words well enough to look at her, as she saw a sight that didn't help her impending orgasm. Ruby had lifted up her skirt and pulled aside her panties to show Yang her glistening pussy, still wet from the actions across the day. "It's _alllllll_ yours if you win~", she said with a wink. As hot as it was, Yang got the message and tried to focus more.

She could see her idea worked, and now it was time to make her move. "Now, Look at Weiss' face and how she's feeling." She did as she was told, and she could see that Weiss' expression almost mirrored hers, full of lust and getting a high from it. She wasn't sure what exactly Ruby was trying to say though until she continued.  
"Now, flip her over while keeping her mouth on your tit; get her on her back!"

Yang could immediately see what Ruby was going for, and realized it was how she was gonna win this. Using her impressive arm strength she literally lifted Weiss off the ground, keeping one hand on her ass and the other on the back of her head to keep her sucking. She then kept going until they were reversed with Weiss on her back and Yang on top.

Blake was almost flustered with how fast she had lost her lead, while Weiss merely had her eyes open in shock, unable to protest with Yang's for still in her mouth. Ruby however was smiling a mischievous grin, knowing that the competition was over.

"Now, stick two fingers in her and let her have it!" As instructed, Yang roughly shoved her fingers into Weiss, as said white haired girl practically screamed through her makeshift flesh gag. Yang kept up her assault, keeping her in place with her chest as her legs seemed to start to shake. It was obvious that some part of her still wanted to struggle to get loose and try to win, but it was getting harder with her pleasure overtaking her. Not to mention that the masochist in her simply loved the fact that she was completely helpless by the hands of another girl and roughly fucked.

"Weiss, get out of there!" Blake said, her tone much less confident and a lot more fearful than before.

"Yang, use your words! Show her just who's in charge here!" Ruby knew all they both needed was just that last push: Yang to win and Weiss to submit.

"Look at you getting all flustered eh ice queen?" Weiss face was already flushed due to the pleasure as Yang kept fingering her, but now her eyes were looking straight at Yang as she spoke.

"You look like you're just enjoying this just a little too much." She started going a little faster, causing Weiss to whimper through sucking Yang's breast. She was so lost in it that she even started sucking harder, making Yang groan slightly.  
"Wow, it's almost as if you're getting off on making me feel good huh Weiss?" She could only moan slightly louder as words still couldn't be formed. "I bet this is right where you want to be." Yang immediately started exchanging her fast and quick thrusts of her hand to more slow forceful ones. Weiss' moans had turned back into screams at the change of pace, not able to handle the feeling of being taken over by such a brute.

"See, look at the high and mighty Schnee turned into nothing but a screaming mess and loving every second of it." Yang decided it was time to finish it, so she leant down into Weiss' ear to whisper what she needed to. "So why don't you just cum for me, and show the world just how much of a slut you are." At that point Yang added triple the speed to her thrusts, while still keeping the force behind them, and Weiss just couldn't take it.

"HHMRNGGGGG!" As soon as Yang finished her sentence Weiss came. Hard. Her legs simply spasmed out uncontrollably, so much so that Yang had to take action. To keep her point strong, Yang removed her arm from the back of Weiss' head so she could moan and scream to her heart's content, only to use it to pin down her torso as she kept her fingers in Weiss' pussy as she was rearing for a second orgasm.

What Weiss definitely wasn't prepared for was for Yang to curl her fingers fingers to hit her g-spot, all while keeping up the pace and force behind her thrusts. It not only kept the heiress a screaming mess, but was starting to stir a different reaction.  
"Y-Y-YangggGg, s-somet-things HaAaaApeNingGGGG!" It was then that the heiress had started squirting all over Yang's hand as she kept going, arching her back and feeling more pleasure than she ever had in her life. Seeing it had faltered Yang ever so slightly, but it was enough to slow her down as Weiss fell back down to the floor, barely conscious enough to remember where she was at the moment after such an incredible orgasm.

"Well girls, it looks like we have a winner." Penny said with a content smirk on her face. "Which means your order of authority should be Ruby as head dom, followed by Blake, Yang, and then Weiss. What you girls choose to do with this is up to you." Ruby did a small fist pump in the air in victory, while Blake just stood stoic. As much as she was upset that Weiss lost, she couldn't help but admit how hot it was to see her completely lose it.

' _We'll have to try that new trick of hers out later I suppose…_ '

After cleaning up the area and returning Weiss to full consciousness, Penny sent the girls back to their class to finish up what they had to do. In the meanwhile she figured she may as well payroll around the school and find something else to do.  
But there was something off. She was starting to feel that pull again, the one that told her to come to Beacon in the first place. It seemed to get more and more prevalent as she went towards the visiting students dormitory building.

Her feeling hadn't steered her wrong so far, so she decided that she may as well explore since she had nothing to do anyway. The ginger gynoid wandered the hallways a bit before pausing at one door in particular.

' _Here...Go_.' her gut feeling told her. And in she went.

* * *

 ** _ **Later:**_**

Cinder Fall entered her assigned dorm room with a loud huff. She couldn't even begin to comprehend why but the stress of everything seemed to just catch up with her today. Emerald and Neo looked up from their books and sent her a glance, not used to their leader being so visibly rustled.

"Rough day?" Emerald asked.

The dark haired leader closed her eyes and rubbed her temples before answering in a futile attempt at alleviating some of this stress she had.

"You don't know the half of it." Cinder grumbled.

She walked over to her bed and practically collapsed backwards onto it. Usually, if she ever felt even close to this way, she would've gone right to sleep in an attempt to be refreshed for longer. but something felt... _off_. Something wasn't right, and it was nagging at the edge of Cinder's brain.  
Reluctantly, she sat up feeling the pressure in her head get greater, and scanned the room with her eyes. But, to her dismay, there was nothing she could see wrong with the scenery, except perhaps the lack of mercury. She felt like she was staring it right in the face, but couldn't, for the life of her, figure out what it was.  
"Is there something wrong?" Emerald asked.

After a moment of hesitation, Cinder shook her head, still sitting up on the bed to address her co-worker.  
"No...its nothing." She preceded to continue rubbing her temples. "The stress of the day must be getting to me." She answered, finally.

The crimson eyed thief nodded at this and got up, looking towards Cinder with what seemed to be a small smile. She didn't do that often, or ever before now even, but it was nice to see.

"You just need to relax, Cinder. Everything's fine." She said soothingly.  
"Everything's fine." Cinder echoed, almost as if something pulled her to do so. It did the trick however, as the words felt right and did alleviate some of the pressure. With this she allowed herself to ease back onto the bed.  
"Everything...is fine." She repeated to herself.

The stress that had gripped her so tightly earlier seemed to just fade away with the words the more it was said. Her mind and muscles uncoiled and she began to drift off to a sleep like state. So, one could forgive her for not immediately reacting when both Emerald and Neo crawled into bed with her. Even when she did notice, her reaction was notably sluggish as her body began to unravel.

"What _exactly_ are you two doing?" she asked, just barely moving her head to look at them. As much as her state kept her much calmer than usual and less angry, she still didn't understand what they were doing getting in such close proximity to their superior.

"We're going to help you relax, Cinder." Emerald said reassuringly. "It's alright. Remember? Everything's. Fine."

"Everything's…..fine." Cinder said once again, more of a sigh than actual words.  
She wasn't even sure why she asked anything. Of course everything was fine. Her subordinates were just going to help her unwind from a stressful day. There's nothing wrong with that, right?

Neo and Emerald may have been giving her strange looks for a while, but that's normal for teenage girls when they're undressing another girl right?

' _Wait...undressing?_ '

"What...are…?" Cinder asked in more of a light tone. Even though what was happening was extremely odd by any measure, some part of her was saying to just leave it be and not ask more of them.

Emerald looked at her once more to address her forward. "It's like I said, Cinder. _Everything. Is. Fine._ "

"Every…thin...ng's…..fiiiinnne…" Cinder repeated, this time more of a low, sleepy whisper as she laid her head back onto the pillow.

That feeling that something was wrong was beginning to creep back into Cinder's mind once more. But at this point, it was probably more stress. After all, how could anything be wrong if everything's fine? It just didn't make sense. Maybe she just needed to focus more on relaxing. She managed to just pretend as though the feeling didn't exist, in fact it was almost as if nothing really was left for her to think about. Her two friends had gotten all her clothes off, along with their own, and so she had nothing else that she had to worry about.

Feeling a lot better since everything was fine, her curiosity mounted enough to look back at her subordinates. Now that she had a good look, Cinder couldn't help but notice that both Emerald and Neo were also _fine_. She let out a slight, low chuckle at her own joke, which resulted in the other two smiling at her.

She also decided to see what else was going on around her now that everything was fine. She notices that her thighs felt slick for some reason, and that her breaths were becoming much more shallow and labored. It was probably just more stress, she should really do something about that.

Then she noticed that Emerald had crawled from the foot of the bed in between her legs. Maybe she was going to massage her? Is that why they stripped her in the first place? It definitely made sense, and she could definitely use a massage right now. Her inner thighs and chest felt like they needed the most attention. Maybe they could tell and that's why they made sure they were exposed for them to work on.

Immediately everything felt even better as Neo focused on her chest while Emerald got her inner thighs, almost as if they read her mind. After a sigh of relief, everything around her just seemed to get better.

Maybe she should give her subordinates...no, her teammates more credit. After all they always treated her the way she wanted and were there to help her when things weren't fine, she should really treat them a little better. And other people a little better for that matter. After all, who was she to be mad when everything was fine.

Eventually, Emerald wrapped her arms around Cinder's legs and pulled her pelvis closer, before pressing her mouth to her cunt and began eating her out. Cinder certainly wasn't expecting it and gasped at the contact, but with everything being so good she didn't seem to care. After all, who was she to argue? It didn't help that the sensation of the younger girl's mouth against her sex was starting to make thinking even harder. But she didn't seem to mind, not since there was nothing to worry about.

A low moan escaped from Cinder's mouth as Emerald tongued her with more and more fervor. She was really glad now that she let this continue because she was so relaxed, it was starting to feel amazing! She couldn't remember any feeling like the one Emerald was giving her now, it was addicting! Then when Neo started to massage her chest with her tongue rather than her hands, it got even better! She couldn't even comprehend what had gotten her so stressed before, but she was doing much better than fine now: she was great!

She then noticed that something was in front of her face: it was Neo's pussy. The smell of pussy filled Cinder's nose and knew exactly what to do. After all, what were teammates for? They had helped her get through a stressful day, she figured it was just as good to do the same thing. Somehow knowing exactly what to do, she lifted her head up and ate Neo out with the same energy that Emerald was giving her. The petite girl gave a purr of delight, and it made Cinder feel so...happy! She was glad she could finally help her beloved teammate feel just as good as she did.

After her triumphant start, Neo put all of her weight onto the older girl's face, nearly crushing Cinder's head between her crotch and the bed. Cinder, for her part, didn't mind in the least. As a matter of fact, she didn't mind _anything_. She was more happy to be helping her teammate feel better like she did now. Being on a sex high will do that to a person. Her mind had been emptied out and filled back up with almost nothing but sex.

As she was being double teamed, she was quickly discovering that she really, really, _really_ liked sex. I mean who wouldn't right? All of that "take over remnant" shit must've stressed her out so much that she hadn't been able to realize her true life's passion was sex! She should totally do this more often. Actually, she should do this _all the time!_ Isn't that a great idea?

' _Fuck being the bad guy_ ,' came her first coherent thought in a long while, ' _all it did was make me too stressed out. I want everything to be fine...I wanna be a fuckdoll!_ '

* * *

 ** _ **Earlier:**_**

Penny walked into a dorm room she'd never seen before and looked around. She had a master key to all dormitory rooms, courtesy of her newest pet, Glynda Goodbitch. And, yes, Penny was definitely going to have her legally change her last name to Goodbitch. The masochist slut would probably cum at just the thought of that, not to mention that it was a reminder of who she was to everyone, a good little **bitch** **.**

Anyway, the inside of the dorm was fairly bare. Not unusual for visiting students. That same pull however told her that these weren't just visiting students from Haven. Something was definitely up, so she figured she may as well get to the bottom of it.

She noticed that only three students lounged inside the room. There was a gray haired boy, a green haired girl, and a girl with black pigtails. Onto the more...important features, the pig tailed girl was petite, although she was certainly well _equipped_ where it counted for her size. Before she could get a good look at the mocha girl however, the gray haired boy snapped his attention to her.

"And just who the hell are you?" He demanded, lowering his comic book to make eye contact with the girl.  
' _Wrong words, asshole._ ' she thought to herself.

" _You don't care. You're going to go to the boy's locker room and finger your ass until it bleeds, right now, and not come back until I come to get you._ " Penny responded with her usual innocent smile.

He dropped the comic book he was reading and calmly walked out the door to do as told. It was only with the command that the other two seemed to take any notice that something was wrong.

"What the fuck?!" The green haired girl yelled, turning around to face Penny. She could now realize while she may not have the greatest front assets, her hourglass figure and above average behind certainly made up for it. "What'd you do to him?!"

Penny decided to extend her 'innocent' smile to Emerald. " _You also don't care. Sit down and calm down. Everything's fine._ " Penny answered. It was great to be able to see the transition in her facial expression. She was just loving the sight of the girl slowly fading into submission.

So much, that she almost didn't react in time to dodge a sword that nearly decapitated her. The girl with pigtails had on a wide, crazy smile as she lunged again with the blade. It would seem that the umbrella that Penny saw upon walking in was actually the girls weapon, which concealed a blade. The girl had hastily wrapped something around her ears to stop Penny from pacifying her. _Clever_.

But, little did this girl know, all Penny needed was eye contact. The moment their eyes met, Penny sent a strong wave of calmness at the smaller girl just as she started to lunge towards her once more. Because of it, her next attack faltered and she tripped on her own feet, tumbling downward. She sluggishly tried to get back up, the will to keep fighting evident in her eyes, but Penny just reached down and uncovered her ears.

"That was quite the struggle you put up, but now it's time to _relax_." The gynoid whispered soothingly to the black haired girl and, like all the girls before her, she submitted as well. Noting that she had finally stopped struggling, she decided to take control of the situation. "Now, _go and sit on the bed, next to your friend over there._ " Doing as she commanded, both of the girls were now at the foot of one of the room's beds looking at her with a slight hint of fear, hidden by their innate calmness.

With slight synthetic adrenaline still pumping from the brief encounter, Penny was already thinking of how she'd repay the petite girl for trying to resist her like that. But, that would have to wait until all her problems in the room were resolved. The gynoid then returned her attention back to the mint haired girl. She had witnessed the whole ordeal take place, but remained on her bed with a drowsy expression on her face. Her fear was definitely not as complacent as the other, which means there must be more to it.

" _What's your name?_ " The ginger girl ordered.

"Emerald," she replied slowly, eyes still half-lidded. Now it seemed as if there was a small hint of desire there.

"Emerald." Penny repeated, as if tasting her name, "A pretty name for a pretty girl. I like it."

Emerald blushed slightly from the compliment, and a cute, dopey little smile curled her lips. Penny noticed this confirming her previous thought, and decided to have a little fun.

"Are you attracted to me? _Be honest_." Penny asked in an amused tone, as if they were friends playing truth or dare and that Penny permanently had the bottle.  
Unable to resist, Emerald nodded, a bit shyly.

"Yes," She answered, "I've always been turned on by people with power over me."  
Penny's smile had only gotten a little wider from that.

' _Submissive already? This girl makes it too easy._ '

"Well, you do know what underlings do to people in power, don't you?" The gynoid asked coyly.

Emerald gave her a look that said she didn't know, but was ready to do whatever she asked, with pleasure.

"They get down on their knees and **bow**." With that Penny started to take steps towards the bed, being only a few steps away. "So, _bow to me Emerald, bow to your new mistress._ "

The mint haired girl practically leaped off the bed in order to get on her knees in a submissive position before the amused gynoid. Penny loved the sight before her. The thief being on her knees in worship looked like something she was born to do. She wondered if she would've done it even without the mind control at this point. She seemed so into being a sub that it would've come even more naturally than being a masochist did to Goodbitch.

But Penny decided wasn't done with her yet. In fact, the lovely display of watching her obey as fast as she had brought on a few more ideas.

"Actually, you will not be my submissive Emerald." The girl looked up to her with questionable eyes. Almost as if she was sad; which only made what Penny thought to do even better. " _Instead you'll be my good, obedient pet. You'll remain on your hands and knees like a good pet should and seeing as pets don't wear clothes, you won't either. However, you'll only assume this state when..._ " She stopped to look around the room for an adequate collar for her new pet. She see's an open drawer containing an array of chokers and grabs one with a small bell attached, and puts it on her new pet's neck. " _You'll only become my pet when you're wearing this choker or any other neckwear with bells, that will be the only apparel allowed as a pet._ " As if on queue, Emerald had not only done exactly that, but she was dripping wet beneath her clothes at the thoughts of it. Of course no one knew that...yet.

"Now for the matter of stripping you." The ginger then redirected her gaze to Neo, as her facial features still held that oh so wonderful trace of fear. "I'll get someone right on that."

As she walked over towards the pigtailed girl Penny decided to bent get a better look at her face. The raven haired girl looked half asleep, just like Emerald had before. Although the eyes still showed the fear, and her free will. Just more things that would be fixed soon enough.  
" _And what's your name?_ " The gynoid asked sweetly.

"N-Neo." She answered. Her voice sounded a strained, like she didn't talk a lot.

"Well, Neo, _I want you to strip my pet for me, but only using your teeth._ "

The petite girl got up from the bed only to sit right back down next to Emerald. The mint haired girl was not heavily dressed, wearing only a green tank top, some white lounge pants, socks, and green panties matching the color of her top. Meanwhile, Penny sat herself on the bed to watch her command unfold and see what else she could think of.

Emerald remained in place on her hands and knees as ordered, while Neo began working on removing the green haired girl's clothing as she could. She started on the bottom at Emerald's feet pulling the heel of the pet girl's left sock, which seemed to go by easily enough. It came off quite easily until the heel, which took some thinking by biting the loose part of the sock for more leverage.

As she began the right foot, Neo could hear slow clapping, and turned her head enough to see the ginger girl applauding her sarcastically. As much as she wanted to do something, she hadn't yet completed her command. After finishing the right sock, she then moved her head to the top of the mint haired girl's rear and started tugging the waistband down. The issue being that there was too much resistance from the tied end on the other side.

Having no other choice, the small girl went onto her back and slid her head between the opening in between her teammate's feet, leading to her knees. She was able to untie the string with her teeth after some slight struggle. Having already been embarrassed enough by this point, Neo decided to bite into both the pants waist and the waist of the panties to speed up the process. As she managed to just pull it off of her hips, uncovering her ass and pussy, she heard something else from the ginger.

"Pet, _sit_." Penny orders.

Complying like a good girl, the mint haired girl lowered her rear, covering the small girl's face in ass. Not to mention that having opened her mouth to gasp out of surprise, a bit of flesh from Emerald's right cheek ended up filling her mouth.

"Good girl, Emerald." Penny said, praising her pet by dishevelling her hair as if petting an animal.

' _Payback time_.'

"Now, Neo, be a dear and _rim her ass_."

Neo, having no choice, moved her head away from the green haired girls cheek and into the hole itself. As she began to lick at Emerald's asshole the green haired girl mewled a little, whimpering like the dog she was. Soon enough she pressed her rear harder against the smaller girl's face, looking for more.

After a few minutes of this, Penny finally told them to stop, having enough of the show. "Neo, stay put there until I give you another order." Neo took a seat where she originally was, while Emerald looked at Penny with longing.

Penny, now seated on Emerald's bed, beckoned her new pet over. "Come here my girl, mistress will take care of you." She flashed the girl a genuine smile, and the pet then seemed to crawl as fast as she could to the ginger, not needing mind control to feel the need to obey Penny's every command.

"Let me finish removing those pesky clothes for you, Emerald," she said with a more devious grin on her face. She started to pull over the green top, that is until she reached the girls elbows and needed her to lift her "paws" to get it off. When all that was left was her white bra, which clasped in the front, Penny decided to play with the girl a bit.

As she walked behind her, she made sure to whisper something in her ear. "You know, your mistress _loves_ seeing you this way." She reached her hands around to unclasp the girls bra, only to 'miss' and go underneath the material to grope at her. The mocha skinned girl was starting to pant as the words came out of Penny's mouth. "All helpless and quivering below someone that you know can do whatever they want with you?" She then unclasped the girls bra, letting her moderate sized breasts come loose, only to grab them more roughly and focus on the girl's nipples in the process.

Meanwhile, Emerald could barely think straight anymore with the way Penny was talking. Not only is this her biggest fantasy come to life, but it wasn't just another person assuming a dom role. This girl, whoever she was, had actual power to make her or anyone else do whatever she wanted. She was the definition of control, and it was intoxicating. "I think this is where you belong: right underneath me, nothing more than a pet to follow my commands as I see fit." Emerald was already wet from what Emerald was doing before, not to mention just being _around_ this girl. But her words and her breast menstruations were becoming just too much.

Penny could see that the girl was close to truly breaking mentally, without the need for direct control statements like the others. With that in mind, she decided she would go into a real low whisper to finish the girl off. "I must say," as she started to more breathe her last words out, "you look beautiful this way."

That was the breaking point for Emerald. The hot breaths in her ear with the groping of her breaths and this impossibly sexy lady on top of her broke the dam, as she practically howled in her orgasm. Penny meanwhile, although initially in shock, could only smile with glee at having broken her new pet so easily. She decided she would continue groping her until the girl had finished trembling beneath her, but she addressed the mute in the meanwhile.

"As for you, my silent servant, what I made you do before is only the beginning of your punishment for attacking your new mistress." Neo then looked at her with that ever so slight element of fear, as Emerald started to recover. "But don't fear, I'll make sure you, enjoy i-"

She was about to continue talking until she heard Emerald's scroll ringing. Quick to react, Penny removed Emerald's choker so that she would understand that now was not the time to play pet.

" _Answer it, act as if I never arrived here while speaking_." With the command given, Emerald answered the call.

"Hello?" She begins, "Oh, hello...Yes, things are fine here. Merc just went out to run some errands so it's just Neo and me here ma'am...you're on your way back now? Okay...yes, yes mam...we'll be here...ok."  
"What's going on?" Penny questioned. She knew she wouldn't need the control, at least not with the green haired one.

"Our leader is returning from a private meeting with an associate of ours. She says she'll be back here in about 15 minutes."

 _Well, the fun will have to wait until she arrives, then_ , Penny thought to herself. Whoever this woman was, she was looking forward to breaking her like the rest. After all, why only take half the team?

"Alright, you two _clean up everything to as it was when I arrived, and don't acknowledge my presence unless ordered otherwise._ "

Both girls nodded and went to do as told.

* * *

Eventually, Penny heard the sound of keys from the other side of the door. She was waiting patiently for the past 15 minutes, to see just who would be her next target. The moment Penny saw Cinder, she was the opposite of disappointed. She had curves in all the right places, a sizable bust, and many characteristics that would describe her as nothing less than sexy. In fact, something in her just didn't just want to corrupt the woman: she wanted to twist her into the most depraved fuckdoll she could possibly be.

The first thing the woman saw when entering was a ginger girl sitting in a chair facing the door. That, and the fact that Emerald was naked for some reason. There was no way this could simply be happening to her team of all people. Even if she couldn't necessarily have too much trust in the three it's not as though they're incompetent enough to be fraternizing for something as simple as what appeared to be physical pleasure.

"What the f-!" She began to screech, but Penny interrupted her.

" _Freeze, and shut up_."

Cinder's mouth snapped shut and all her muscles seemed to lock up. Unable to do anything else, she glared daggers at the gynoid. Whoever the hell she was, she knew that once she got free the girl would feel her wrath.

Then she stopped, her glare turning fearful. She recognized her. She wasn't just some student or even a human: This was that robot that she was going to have Roman reprogram for her plan. Being a manifestation of technology and aura, she was supposed to be turned into their own personal killing machine.

Apparently, he must've had other plans, as her meeting made sense now. She had just gotten back from meeting with a mole she had in the Atlassian military, who had told her that Roman had died trying to escape. Although rash, Roman would never be one to let himself be killed unless it was for a bigger endgame.

Now, here was Penny, dressed up like a harlot in her dorm. She could only imagine what Roman had programmed her to do, or why she was currently in her own dorm of all places. She needed to find a way out, some way to escape. She was Cinder Fall, she was a genius with half the powers of the Fall Maiden, there was no situation she couldn't-

" **Well Cinder, I see you've met my little creation**." Penny said. Cinder merely looked at her with a slight added confusion to her previous anger. " **Don't be alarmed, it's just me, your old buddy Roman, leaving behind a message in my best work yet**." Her eyes then opened, as if she would gasp if she could open her mouth.

" **Now, I understand this whole 'your whole team becoming nothing more than fuckdolls' thing is probably a real drag, especially when you really can't do anything about it, but hey look on the bright side!** " She walked up to Cinder and decided to grab her cheek with her hand. " **Soon you'll be too horny to even care**." She said with a sly grin on her face. Even if it was through this _thing_ , Cinder could tell this was still 100% Roman's words.

" **Now, I'd say 'this'll be the punishment you'll never forget', but the thing is, you'll be so overloaded with stimulation that you probably will forget that it's a punishment, so let me just point something out**." Penny then seemed to lift up Cinder's chin as a way of making sure she looked her...ehrm, _him_ , in the eye. " **With all this pleasure, for you and everyone else my little toy eyes, there will be nothing but pleasure, in case you couldn't tell. With all pleasure, comes no pain. With no pain, no fear. And with no fear, no Grimm to come and fulfill your little plan you have here**."

Cinder's eyes went from disgust at the idea of Roman talking to being in complete shock at panic at those words. She knew he was right, and that if she succumbed to this then her entire plan would be foiled. She tried her damnedest to move or even scream, but the girls commands were too great. Not only is this girl about to do god knows what to her, but... _she_...would certainly kill her for her incompetence.

" **Now, I'm just gonna return my little toy back to what she was about to do to you. Enjoy the rest of your life!** "

With that, Penny's eyes seemed to change ever so slightly, as if she was given back control of herself. Cinder, meanwhile, was panicking completely. There had to be some way out of this, there's no way Roman could win against her with this thin-

" _Once I snap my fingers, you will forget you even saw me. As a matter of fact, you'll ignore my presence entirely, and believe that it's perfectly normal for Emerald to be naked._ " The ginger continued, " _So normal, in fact, that you don't even notice it. You'll be able to move again, but you will feel stressed and tired, and allow Emerald and Neo to comfort you._ "

No! No, there has to a way out of this! Perhaps if she fought hard enough, she could resist-

Penny snapped her fingers, and Cinder gave a loud huff. Emerald and Neo looked up from the book they were reading.

"Rough day?"

* * *

 ** _ **Present:**_**

Cinder lay naked and panting on her bed while Penny grinned madly. The buildup to the moment and the sight of the three girls was getting to be too much. She beckoned Emerald over to her and off of Cinder, the green haired woman walking towards her. That is, until Penny simply shoved her face into the ginger's sopping wet cunt.

The green haired girl began licking immediately, wanting nothing more than to please her new mistress. After seeing her previous leader reduced to nothing more than a panting mess, especially without any form of forced mind control, she was nothing if not turned on.

"Holy shit, that was hot!" Penny giggled, as Emerald did her magic with gusto. "She really thought all of that was normal! Ha! Oh, I've really gotta do that again!"

As excited as she was, Penny still felt like that wasn't enough. She wanted to tear all of Cinder's pride down. She wanted her intellect to be long forgotten in her menstruations.

She wanted her turned into a mindless, sex-starved slut. And she would take what she wanted.

" _Neo, get off of Cinder and sit on the edge of the bed. Cinder,_ " Penny moaned out, as Emerald seemed to pick up her speed the more Penny commanded others, " _Get your ass over here._ "

Once Neo finally removed herself, a frown present on her face as she had not yet cum, Cinder slowly sat up and rolled off the bed in a heep. Her legs felt shaky and weak, but she eventually made it to where Penny sat. The ginger reached over to Emerald's ass and spread her cheeks.

"Do you see how wet her pussy got from eating you out?" Penny asked.

After a moment, Cinder nodded. Although mellowed out and calm, she still wasn't exactly in enough of a sex-induced frenzy to act rash...yet.

"Well, _from now on, whenever you see a wet pussy, you must pleasure it. This is your new purpose in life. Nothing makes you happier than making others feel good and doing exactly what they say. Understand?_ "

Another pause, albeit this one with more of a smile on her face afterwards, another nod.

"Good. Now, since we're clear on your new role, I don't think you need all those brains of yours. Sluts like you should be dumb little dykes. _You're as stupid as can be, Cinder._ Actually _,_ " Penny tapped her chin in thought, "Cinder is too mature for a pussy pleaser like you. _From now on, your name is Cindy, got it?_ "

Cinder's wide grin had turned into Cindy's dopey smile, devoid of any intelligence or shame on the matter.

" _And since you're now far too incompetent to lead anything, I think_ I'll _be the new team leader of you three little skanks. You will do whatever I say, and do it with a smile, am I understood_?"

Both Neo and Cindy nodded, while Emerald answered by licking even harder than before. In fact, it had been so long and her pace had increased so much that Penny's orgasm had caught her off guard, screaming as she held Emerald's head in place at the feeling. Said green haired girl was rewarded with the delicious treat of her mistress, and new leader's, delicious cum.

Remembering that she had to eat out any wet pussies she saw, Cindy got on her back underneath Emerald and went to town on her cunt. This caused Emerald to lose her focus for only a second as she gasped, followed by rejuvenating her to go back to town on Penny's pussy.

However, after taking a few seconds to recover, Penny remembered there was one more piece of business to take care of.

"Sssssensssssaaationaaaalll~" The gynoid purred, "Now, Neo, I believe we need to deal with the stunt you pulled earlier." Penny turned her attention to the petite girl, who shrank away considering that her full mental capabilities were still there.

She was the only one who still had any amount of free will, and that needed to be dealt with.

" _Neo, from now on…_ " Penny thought for a moment on what a good punishment would be. Then, a wicked smile twisted her lips.

' _Well, if I make one cover one hole, someone else should surely cover the other._ '

" _From now on, you'll have a fetish for giving rimjobs. There is nothing you love more then sticking your tongue into a pretty girl's ass, especially if it's all sweaty. In fact, you love the smell of sweaty asses. All your sexual fantasies involve giving rimjobs, and you can only cum while nose deep in ass. Am I clear?_ "

Neo's eyes widened in horror as the command fully sank in, not to mention that she still had enough sense to tell what was about to happen to her well being. Then, her eyes drifted to Emerald's ass shaking right in front of her. As well as that, due to the actions that had been going on for what felt like the last hour, it was very, very, sweaty.

The petite girl couldn't look away, and realized she was actually starting to lean forward. She tried to fight it, knowing that it wasn't really her having these desires, but it was no use. Eventually, she got herself up, and slowly moved towards Emerald, almost as if trying to fight with what sense she did have left. Eventually, she was bent down with her legs between Cinder's torso, and her head right behind Emerald's ass.

As Neo's tongue made contact with Emerald's asshole, her pussy clenched in joy. As if breaking open a floodgate, her mind exploded with images of her eating ass, and she loved every second of it. Nothing before had ever given her anywhere near this much pleasure, and it was nothing short of intoxicating.

After a moment, Neo decided that if she couldn't fight it, she might as well enjoy it. At this point, might as well have fun with it! She decided to press her tongue deeper into Emerald's ass, starting to finger herself in the meanwhile. If what Penny said was true, then she would need to make sure that she could last long enough to get her own release too.

Her eyes began to roll back in pleasure and she moaned into her teammate's rear. With all this activity and excitement, Emerald was starting to sweat. The scent of it filled Neo's nose, and only encouraged her even further to continue her menstruations. Then, just when she thought it couldn't get any better, she remembered "Cindy's" commands.

Neo decided to use one of her hands, reach over, and grab one of Cindy's hands with it, guiding it to her cunt. When Cindy felt how wet her slit was, she started fingering it for her, and with gusto. Neo grabbed her other hand and put it on one of her breasts, moving it around to entice her to play with her nipples. When Cindy caught on shortly after, the girl figured she should return the favor by doing the same. She then used one hand to play with Cinder's nipples, with the other immediately shoving two fingers knuckle deep in her cunt.

After only about two more minutes, each of the four girls came in succession. Emerald was first, the double team below her combined with her mistress dominating her just too great to handle. As she screamed out in orgasm, the vibrations caused Penny to cum above her, the change in demeanor being most welcoming. Meanwhile, with Cindy tasting Emerald's cum, and Neo feeling the wonderful clenching of her asshole, both of them came simultaneously only a few seconds after Penny.

Emerald, Cindy, and Neo had all passed out from the extreme stimulation in a crumpled mess on the floor. Meanwhile, Penny felt like she was still on Cloud 9 after recovering, having really enjoyed her time corrupting her new "team.".

' _I really rushed it with Ruby's team and Goodbitch, didn't I? I should take it slow more often_.' Penny pondered.

 _Which only begs a good question: Who's next?_

* * *

 **AN: Hello once again, my dear readers :3**

 **Welcome to the last of the mass update section of** _ **Ms. Calculated Risk**_ **. This chapter in particular had a nice addition in** _ **moi**_ **of the starting scene between Yang and Weiss. Originally it was just kind of a few sentences saying that there was a chain of command of established, but the part of me starting to like writing smut was just kinda like "...well that's no fun. COMPETITION COMMENCE" XD. That and also I tried to expand a bit on the Cinder relax part to make it seem more fluent, as well as adding in the Roman monologue sort of as his final "fuck you" to Cinder. I figured that since she was, as said in the prologue, kinda the one who he felt put him in this situation, that he would leave something like that basically having his "I won" moment. Hopefully you guys liked it :3**

 **And for Yang's "surprise" from Penny? Well that comes next chapter :3**

 **So from now on the story will be mainly my own writing, with ideas and grammar checks coming directly from Yuri and the rest of the BWC. The next chapter probably won't be out for quite some time, mainly because A. I'm a slower writer, B. I'm a detailed writer, and C. College starting back up soon. But hopefully the updated chapters show you all that I'm certainly invested in the story, and that I plan to bring only good things to it :)**

 **That's all for me for now, time to go and get some things done. Laters!**


	5. Oops

_**Yuri:**_ _Hey guys. So, something went wrong with the docs when we tried to update them. If you've read it, you'll have seen that random blocks of text were bolded and the paragraph spacing went wonky. As an apology, I'm gonna give you guys something to think about until we update next. Here's a sneak peak at the next chapter! Just don't tell Edger!_

* * *

Raven Branwen stepped out of a portal and surveyed her immediate surroundings. She had appeared inside her daughter's dorm room in Beacon Academy, and she was on a mission. Something had been happening in Beacon. Something sinister and perverse, and she needed to get Yang out of here before it got to her. As she looked around the room, something caught the corner of her eye. Something...orange...

As she turned to get a better look, however, it had disappeared. After a moment, Raven shook her head to clear it. She must be getting paranoid, there was nothing there. She needed to find Yang and wake her up. She just had to focus her objective, like any other mission. And her mission was…

It was...

Um…

Raven blinked in confusion. Why was she here again? She looked around for anything that might jog her memory. When she saw Yang, asleep in her bed with Ruby, she felt like it had something to do with her. She remembered it was something urgent, she had to do something with Yang immediately. Well, it would only make sense that Raven would probably have to wake the blonde up first. As she approached her sleeping daughter, Yang's hair reminded her of Tai.

Raven was suddenly struck with the memory of once waking Taiyang up one morning with a blowjob. Was she here to do that? No, Yang was a girl, she didn't have the necessary parts for that.

…

Did she?


End file.
